UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-04985
Templeton Emerging
Markets Fund
(Exact name of registrant as specified in charter)
300 S.E. 2nd Street, Fort Lauderdale,
FL 33301-1923
(Address of principal executive offices) (Zip code)
Alison Baur, One Franklin Parkway, San Mateo, CA
94403-1906
(Name and address of agent for service)
Registrant’s telephone number, including area
code: 954 527-7500
Date of fiscal year end: 8/31
Date of reporting period: 8/31/24
Item 1. Reports to Stockholders.
| a.) |
The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1
under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1). |
| |
|
| b.) |
Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under
the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule. |
Not Applicable.
Templeton
Emerging
Markets
Fund
August
31,
2024
Not
FDIC
Insured
No
Bank
Guarantee
May
Lose
Value
Contents
Fund
Overview
2
Performance
Summary
5
Financial
Highlights
and
Schedule
of
Investments
8
Financial
Statements
13
Notes
to
Financial
Statements
16
Report
of
Independent
Registered
Public
Accounting
Firm
24
Tax
Information
25
Important
Information
to
Shareholders
26
Annual
Meeting
of
Shareholders
33
Dividend
Reinvestment
and
Cash
Purchase
Plan
34
Board
Members
and
Officers
36
Shareholder
Information
41
Visit
franklintempleton.com
for
fund
updates,
to
access
your
account,
or
to
find
helpful
financial
planning
tools.
Templeton
Emerging
Markets
Fund
Dear
Shareholder,
This
annual
report
for
Templeton
Emerging
Markets
Fund
covers
the
fiscal
year
ended
August
31,
2024.
Fund
Overview
Q.
What
is
the
Fund's
investment
strategy?
A.
The
Fund
seeks
long-term
capital
appreciation
by
investing,
under
normal
market
conditions,
at
least
80%
of
its
net
assets
in
emerging
country
equity
securities.
Our
investment
strategy
employs
a
fundamental,
value-
oriented,
long-term
approach.
We
focus
on
the
market
price
of
a
company’s
securities
relative
to
our
evaluation
of
the
company’s
long-term
earnings,
asset
value
and
cash
flow
potential.
As
we
look
for
investments,
we
focus
on
specific
companies
and
undertake
in-depth
research
to
construct
an
action
list
from
which
we
make
our
buy
decisions.
Before
we
make
a
purchase,
we
look
at
the
company’s
potential
for
earnings
and
growth
over
a
five-year
horizon.
During
our
analysis,
we
also
consider
the
company’s
position
in
its
sector,
the
economic
framework
and
political
environment.
Q.
What
were
the
overall
market
conditions
during
the
Fund's
reporting
period?
A.
Emerging
market
(EM)
equities
rose
despite
a
challenging
macroeconomic
environment.
The
technology
sector
in
Taiwan
and
South
Korea
has
benefited
from
a
surge
in
demand
from
the
artificial
intelligence
segment
(AI).
The
market,
however,
was
volatile
later
in
the
period,
on
uncertainty
around
payoffs
from
AI
investments
for
end
clients.
The
electric
vehicle
(EV)
segment
has
seen
a
meaningful
slowdown
in
demand-
growth
expectations,
which
impacted
the
supply-demand
dynamics
of
the
supply
chain.
Besides
equities
in
South
Korea
and
Taiwan,
Indian
equities
notably
advanced.
Improving
macroeconomic
indicators
within
India,
and
the
incumbent
prime
minister’s
election
victory
boosted
the
country’s
equity
market.
Investor
expectations
of
policy
continuity
amid
a
coalition
government
were
rife.
Conversely,
China,
Thailand
and
Mexico
were
among
weaker
markets.
The
Chinese
government’s
efforts
to
stabilize
the
equity
markets
and
regulatory
intervention
to
shore
up
investor
sentiment
were
insufficient
to
reverse
the
losses
emanating
from
the
country’s
slow
consumption
recovery
and
geopolitical
tensions.
Political
instability
plagued
Thailand’s
equity
market
while
Mexican
equities
declined
following
its
elections,
where
the
ruling
party
won
a
strong
majority.
Concerns
about
anti-market
reforms
ensued.
Q.
How
did
we
respond
to
these
changing
market
conditions?
A.
Our
investment
strategy
employs
a
bottom-up,
research-
driven
approach
focused
on
identifying
long-term
earnings
power
at
a
discount
to
intrinsic
value.
Our
portfolio
construction
process
seeks
to
build
a
research-driven,
high-conviction
portfolio
that
is
primarily
driven
by
company
specific
factors
and
focused
on
the
long
term.
We
see
the
technology
sector
in
Taiwan
and
South
Korea
to
be
a
key
beneficiary
of
the
growth
in
demand
from
AI
applications.
We
have
increased
our
exposure
to
the
sector,
and
information
technology
remains
a
key
overweight
sector.
For
the
EV
segment,
valuations
have
come
down
meaningfully.
However,
we
have
remained
selective,
given
the
weaker
near-term
demand
outlook.
Among
other
markets,
valuations
have
been
challenging
for
us
in
India.
We
have
hence
remained
selective
there.
The
Middle
East
has
seen
an
escalation
of
geopolitical
risks,
and
we
have
maintained
an
underweight
position
in
the
region.
Performance
Overview
The
Fund
posted
cumulative
total
returns
of
+16.11%
based
on
market
price
and
+14.50%
based
on
net
asset
value
for
the
12
months
under
review.
The
Fund’s
benchmark,
the
MSCI
Emerging
Markets
(EM)
Index-NR,
designed
to
measure
the
equity
market
performance
of
global
emerging
markets,
posted
a
+15.07%
cumulative
total
return
for
the
same
period.
1
You
can
find
the
Fund’s
long-term
performance
data
in
the
Performance
Summary
on
page
5
.
Performance
data
represent
past
performance,
which
does
not
guarantee
future
results.
Investment
return
and
principal
value
will
fluctuate,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
Current
performance
may
differ
from
figures
shown.
1.
Source:
Morningstar.
The
index
is
unmanaged
and
includes
reinvestment
of
any
income
distributions.
It
does
not
reflect
any
fees,
expenses
or
sales
charges.
One
cannot
invest
directly
in
an
index,
and
an
index
is
not
representative
of
the
Fund’s
portfolio.
Net
Return
(NR)
reflects
no
deduction
for
fees,
expenses
or
taxes
but
are
net
of
dividend
tax
withholding.
Important
data
provider
notices
and
terms
available
at
www.franklintempletondatasources.com.
The
dollar
value,
number
of
shares
or
principal
amount,
and
names
of
all
portfolio
holdings
are
listed
in
the
Fund’s
Schedule
of
Investments
(SOI).
The
SOI
begins
on
page
9
.
Templeton
Emerging
Markets
Fund
Q.
What
were
the
leading
contributors
to
performance?
A.
Key
contributors
to
the
Fund’s
absolute
performance
included
Taiwan
Semiconductor
Manufacturing
Company
(TSMC),
MediaTek
and
Samsung
Life
Insurance.
TSMC
is
the
world's
largest
semiconductor
foundry
company.
Its
chips
are
used
in
a
wide
variety
of
solutions,
including
personal
computers,
automotive
and
industrial
equipment,
and
phones.
An
optimistic
outlook
coupled
with
in-line
or
better-than-expected
sales
and
earnings
data
supported
TSMC’s
share
price.
Expectations
of
healthy
revenue
growth
driven
by
demand
from
AI
applications
as
well
as
recovery
in
the
demand
for
smartphones
and
personal
computers,
further
supported
sentiment
in
the
stock.
MediaTek
is
a
Taiwan-based
chip
designer
for
smartphones
and
other
technology
devices.
These
devices
include
televisions,
wireless
communications
and
optical
storage.
The
share
price
has
rallied
in
recent
quarters
along
with
the
broader
semiconductor
industry,
on
expectation
of
potential
benefits
from
increasing
demand
from
AI
applications.
The
company
has
partnered
with
Nvidia
(not
a
portfolio
holding)
for
providing
advanced
automotive
chips.
Artificial
intelligence
has
also
brought
in
additional
opportunities
for
advanced
chips
in
cloud
and
edge
computing
applications.
Samsung
Life
is
the
leading
life
insurance
company
in
South
Korea
and
owns
a
meaningful
stake
in
Samsung
Electronics.
Its
share
price
rallied
amid
the
country’s
Corporate
Value-up
Program
and
hopes
that
it
could
lead
to
a
better
shareholder
return
policy.
At
a
sector
level,
information
technology,
financials,
and
consumer
discretionary
were
the
top
contributors
to
absolute
performance.
Market-wise,
Taiwan,
India
and
South
Korea
were
leading
contributors
on
an
absolute
basis.
Q.
What
were
the
leading
detractors
from
performance?
A.
During
the
12
months
under
review,
key
detractors
from
the
Fund’s
absolute
performance
included
Wuxi
Biologics,
Samsung
SDI
and
Naver.
Wuxi
Biologics
is
a
specialist
biotechnology
contract
development
and
manufacturing
organization.
The
share
price
has
seen
a
sharp
decline
in
the
reporting
period
on
potential
sanctions
on
the
company
in
case
the
“Biosecure
Geographic
Composition
8/31/24
%
of
Total
Net
Assets
Asia
77.9%
Latin
America
&
Caribbean
11.4%
North
America
3.5%
Middle East & Africa
2.9%
Europe
1.5%
Short-Term
Investments
&
Other
Net
Assets
2.8%
Top
10
Countries*
8/31/24
a
%
of
Total
Net
Assets
a
a
China
22.1%
South
Korea
19.1%
Taiwan
18.5%
India
12.2%
Brazil
8.4%
United
States
3.5%
Thailand
2.9%
South
Africa
2.0%
Hong
Kong
2.0%
Mexico
1.7%
*
Does
not
include
cash
and
cash
equivalents.
Top
10
Holdings
8/31/24
Company
Industry
,
Country
%
of
Total
Net
Assets
a
aa
Taiwan
Semiconductor
Manufacturing
Co.
Ltd.
12.6%
Semiconductors
&
Semiconductor
Equipment,
Taiwan
Samsung
Electronics
Co.
Ltd.
5.3%
Technology
Hardware,
Storage
&
Peripherals,
South
Korea
ICICI
Bank
Ltd.
5.3%
Banks,
India
Alibaba
Group
Holding
Ltd.
4.2%
Broadline
Retail,
China
Tencent
Holdings
Ltd.
4.1%
Interactive
Media
&
Services,
China
Prosus
NV
3.6%
Broadline
Retail,
China
Samsung
Life
Insurance
Co.
Ltd.
3.0%
Insurance,
South
Korea
NAVER
Corp.
2.7%
Interactive
Media
&
Services,
South
Korea
MediaTek,
Inc.
2.6%
Semiconductors
&
Semiconductor
Equipment,
Taiwan
SK
Hynix,
Inc.
2.6%
Semiconductors
&
Semiconductor
Equipment,
South
Korea
Templeton
Emerging
Markets
Fund
Act”
gets
passed.
The
bill
has
been
passed
by
the
U.S.
House
of
Representatives
and
will
be
voted
in
the
Senate
next.
The
company
is
working
on
measures
to
mitigate
the
impact,
including
dual
headquarters,
change
in
board
chairmanship,
and
changes
to
shareholding
structure.
While
things
remain
uncertain,
the
share
price
seems
to
be
factoring
in
the
worst-case
scenario.
South
Korea-based
Samsung
SDI
is
a
leading
manufacturer
of
lithium-ion
batteries
for
EVs,
energy
storage,
power
tools
and
information
technology
products.
Its
share
price
declined
due
to
investor
concerns
about
weaker-than-expected
growth
in
end-market
demand
for
its
products.
While
the
near
term
is
likely
to
be
weaker
than
our
earlier
expectations,
we
remain
positive
on
the
medium-term
structural
growth
for
EVs
and
believe
Samsung
SDI
can
achieve
sustainable
earnings
from
a
combination
of
robust
EV
battery
demand
globally
as
well
as
good
cash
flows
from
its
electronic
materials
segment.
Naver
is
a
South
Korean
internet
search
and
advertising
company.
It
also
has
business
interests
in
e-commerce,
financial
services
and
entertainment
content.
The
share
price
has
weakened
as
a
result
of
a
combination
of
factors
including
weaker
growth
for
the
market,
competition
for
both
its
advertisement
and
e-commerce
business,
underwhelming
response
to
its
generative
AI
technology
and
uncertainty
around
benefits
from
AI
investments.
The
company’s
data
leak
issue
with
the
messaging
application
Line
in
Japan
and
its
potential
implications
on
business
interest
and
Naver’s
shareholding
in
Line,
also
pressured
the
share
price.
At
a
sector
level,
materials,
communication
services
and
health
care
were
the
largest
detractors
from
absolute
performance.
Geographically,
China,
Indonesia
and
Mexico
were
the
top
detractors
on
an
absolute
basis.
Q.
Were
there
any
significant
changes
to
the
Fund
during
the
reporting
period?
A.
We
did
not
make
any
significant
changes
to
the
Fund’s
investment
process
over
the
reporting
period.
As
always,
changes
in
the
portfolio’s
positions
and
country/sector
weights
are
the
result
of
our
bottom-up
stock
selection
process,
rather
than
any
macro
themes.
In
the
past
12
months,
we
increased
the
Fund’s
holdings
in
South
Africa,
Brazil
and
Mexico
as
we
continued
to
identify
companies
with
long-term
earnings
power
trading
at
a
discount
to
their
intrinsic
worth.
In
terms
of
sectors,
additions
were
made
in
financials,
communication
services
and
consumer
staples.
In
contrast,
the
Fund
reduced
its
investments
in
Taiwan,
India
and
China/Hong
Kong
in
favor
of
opportunities
that
we
found
more
compelling.
Sectors
which
experienced
the
largest
sales
were
consumer
discretionary,
information
technology
and
materials.
Thank
you
for
your
continued
participation
in
Templeton
Emerging
Markets
Fund.
We
look
forward
to
serving
your
future
investment
needs.
Sincerely,
Chetan
Sehgal,
CFA
Andrew
Ness,
ASIP
Portfolio
Management
Team
The
foregoing
information
reflects
our
analysis,
opinions
and
portfolio
holdings
as
of
August
31,
2024,
the
end
of
the
reporting
period.
The
way
we
implement
our
main
investment
strategies
and
the
resulting
portfolio
holdings
may
change
depending
on
factors
such
as
market
and
economic
conditions.
These
opinions
may
not
be
relied
upon
as
investment
advice
or
an
offer
for
a
particular
security.
The
information
is
not
a
complete
analysis
of
every
aspect
of
any
market,
country,
industry,
security
or
the
Fund.
Statements
of
fact
are
from
sources
considered
reliable,
but
the
investment
manager
makes
no
representation
or
warranty
as
to
their
completeness
or
accuracy.
Although
historical
performance
is
no
guarantee
of
future
results,
these
insights
may
help
you
understand
our
investment
management
philosophy.
CFA
®
is
a
trademark
owned
by
CFA
Institute.
ASIP
stands
for
Associate
of
the
United
Kingdom
Society
for
Investment
Professionals
(now
CFA
Society
of
the
United
Kingdom).
Performance
Summary
as
of
August
31,
2024
Templeton
Emerging
Markets
Fund
Total
return
reflects
reinvestment
of
the
Fund’s
dividends
and
capital
gain
distributions,
if
any,
and
any
unrealized
gains
or
losses.
Total
returns
do
not
reflect
any
sales
charges
paid
at
inception
or
brokerage
commissions
paid
on
secondary
market
purchases.
The
performance
table
and
graph
do
not
reflect
any
taxes
that
a
shareholder
would
pay
on
Fund
dividends,
capital
gain
distributions,
if
any,
or
any
realized
gains
on
the
sale
of
Fund
shares.
Your
dividend
income
will
vary
depending
on
dividends
or
interest
paid
by
securities
in
the
Fund’s
portfolio,
adjusted
for
operating
expenses.
Capital
gain
distributions
are
net
profits
realized
from
the
sale
of
portfolio
securities.
Performance
as
of
8/31/24
1
Performance
data
represent
past
performance,
which
does
not
guarantee
future
results.
Investment
return
and
principal
value
will
fluctuate,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
Current
performance
may
differ
from
figures
shown.
Cumulative
Total
Return
2
Average
Annual
Total
Return
2
Based
on
NAV
3
Based
on
market
price
4
Based
on
NAV
3
Based
on
market
price
4
1-Year
+14.50%
+16.11%
+14.50%
+16.11%
5-Year
+23.50%
+25.20%
+4.31%
+4.60%
10-Year
+28.44%
+29.59%
+2.53%
+2.63%
See
page
7
for
Performance
Summary
footnotes.
Templeton
Emerging
Markets
Fund
Performance
Summary
See
page
7
for
Performance
Summary
footnotes.
Total
Return
Index
Comparison
for
a
Hypothetical
$10,000
Investment
1
Total
return
represents
the
change
in
value
of
an
investment
over
the
periods
shown.
It
includes
any
applicable
maximum
sales
charge,
Fund
expenses,
account
fees
and
reinvested
distributions.
The
unmanaged
index
includes
reinvestment
of
any
income
or
distributions.
It
differs
from
the
Fund
in
composition
and
does
not
pay
management
fees
or
expenses.
One
cannot
invest
directly
in
an
index.
8/31/14–8/31/24
Templeton
Emerging
Markets
Fund
Performance
Summary
Events
such
as
the
spread
of
deadly
diseases,
disasters,
and
financial,
political
or
social
disruptions,
may
heighten
risks
and
adversely
affect
performance.
The
Fund
is
actively
managed
but
there
is
no
guarantee
that
the
manager's
investment
decisions
will
produce
the
desired
results.
All
investments
involve
risks,
including
possible
loss
of
principal.
International
investments
are
subject
to
special
risks,
including
currency
fluctuations
and
social,
economic
and
political
uncertainties,
which
could
increase
volatility.
These
risks
are
magnified
in
emerging
markets.
To
the
extent
the
portfolio
invests
in
a
concentration
of
certain
securities,
regions
or
industries
,
it
is
subject
to
increased
volatility.
The
managers’
environmental
social
and
governance
(ESG)
strategies
may
limit
the
types
and
number
of
investments
available
and,
as
a
result,
may
forgo
favorable
market
opportunities
or
underperform
strategies
that
are
not
subject
to
such
criteria.
There
is
no
guarantee
that
the
strategy's
ESG
directives
will
be
successful
or
will
result
in
better
performance.
The
Fund
may
invest
in
eligible
China
A
shares
(“Stock
Connect
Securities”)
listed
and
traded
on
the
Shanghai
Stock
Exchange
through
the
Shanghai-Hong
Kong
Stock
Connect
program,
as
well
as
eligible
China
A
shares
listed
and
traded
on
the
Shenzhen
Stock
Exchange
through
the
Shenzhen-Hong
Kong
Stock
Connect
program
(collec-
tively,
“Stock
Connect”)
and
may
invest
in
China
Interbank
bonds
traded
on
the
China
Interbank
Bond
Market
(“CIBM”)
through
the
China-Hong
Kong
Bond
Connect
program
(“Bond
Connect”).
Trading
through
Stock
Connect
is
subject
to
a
number
of
restrictions
that
may
affect
the
Fund’s
investments
and
returns.
For
example,
investors
in
Stock
Connect
Securi-
ties
are
generally
subject
to
Chinese
securities
regulations
and
the
listing
rules
of
the
respective
Exchange,
among
other
restrictions.
In
addition,
Stock
Connect
Securities
generally
may
not
be
sold,
purchased
or
otherwise
transferred
other
than
through
Stock
Connect
in
accordance
with
applicable
rules.
While
Stock
Connect
is
not
subject
to
individual
investment
quotas,
daily
and
aggregate
investment
quotas
apply
to
all
Stock
Connect
participants,
which
may
restrict
or
preclude
the
Fund’s
ability
to
invest
in
Stock
Connect
Securities.
Trading
in
the
Stock
Connect
program
is
subject
to
trading,
clearance
and
settlement
procedures
that
are
untested
in
China,
which
could
pose
risks
to
the
Fund.
Finally,
the
withholding
tax
treatment
of
dividends
and
capital
gains
payable
to
overseas
investors
currently
is
unsettled.
In
China,
the
Hong
Kong
Monetary
Authority
Central
Money
Markets
Unit
holds
Bond
Connect
securities
on
behalf
of
ultimate
investors
(such
as
the
Fund)
in
accounts
maintained
with
a
China-based
custodian
(either
the
China
Central
Depository
&
Clearing
Co.
or
the
Shanghai
Clearing
House).
This
recordkeeping
system
subjects
the
Fund
to
various
risks,
including
the
risk
that
the
Fund
may
have
a
limited
ability
to
enforce
rights
as
a
bondholder
and
the
risks
of
settlement
delays
and
counterparty
default
of
the
Hong
Kong
sub-custodian.
In
addition,
enforcing
the
ownership
rights
of
a
beneficial
holder
of
Bond
Connect
securities
is
untested
and
courts
in
China
have
limited
experience
in
applying
the
concept
of
beneficial
ownership.
Bond
Connect
uses
the
trading
infrastructure
of
both
Hong
Kong
and
China
and
is
not
available
on
trading
holidays
in
Hong
Kong.
As
a
result,
prices
of
securities
purchased
through
Bond
Connect
may
fluctuate
at
times
when
a
Fund
is
unable
to
add
to
or
exit
its
position.
Securities
offered
through
Bond
Connect
may
lose
their
eligibility
for
trading
through
the
program
at
any
time.
If
Bond
Connect
securities
lose
their
eligibility
for
trading
through
the
program,
they
may
be
sold
but
can
no
longer
be
purchased
through
Bond
Connect.
The
application
and
interpretation
of
the
laws
and
regulations
of
Hong
Kong
and
China,
and
the
rules,
policies
or
guidelines
published
or
applied
by
relevant
regulators
and
exchanges
in
respect
of
the
Stock
Connect
and
Bond
Connect
programs,
are
uncertain,
and
they
may
have
a
detrimental
effect
on
the
Fund’s
investments
and
returns.
To
the
extent
that
the
Fund
has
exposure
to
Russian
investments
or
investments
in
countries
affected
by
the
invasion,
the
Fund’s
ability
to
price,
buy,
sell,
receive
or
deliver
such
investments
may
be
impaired.
The
Fund
could
determine
at
any
time
that
certain
of
the
most
affected
securities
have
zero
value.
In
addition,
any
exposure
that
the
Fund
may
have
to
counterparties
in
Russia
or
in
countries
affected
by
the
invasion
could
negatively
impact
the
Fund’s
portfolio.
The
extent
and
duration
of
Russia’s
military
actions
and
the
repercussions
of
such
actions
(including
any
retaliatory
actions
or
countermeasures
that
may
be
taken
by
those
subject
to
sanctions)
are
impossible
to
predict,
but
could
result
in
significant
market
disruptions,
including
in
the
oil
and
natural
gas
markets,
and
may
negatively
affect
global
supply
chains,
inflation
and
global
growth.
These
and
any
related
events
could
significantly
impact
the
Fund’s
performance
and
the
value
of
an
investment
in
the
Fund,
even
beyond
any
direct
exposure
the
Fund
may
have
to
Russian
issuers
or
issuers
in
other
countries
affected
by
the
invasion.
1.
Gross
expenses
are
the
Fund’s
total
annual
operating
expenses
as
of
the
Fund's
annual
report
available
at
the
time
of
publication.
Actual
expenses
may
be
higher
and
may
impact
portfolio
returns.
Net
expenses
reflect
voluntary
fee
waivers,
expense
caps
and/or
reimbursements.
Voluntary
waivers
may
be
modified
or
discontinued
at
any
time
without
notice.
2.
Total
return
calculations
represent
the
cumulative
and
average
annual
changes
in
value
of
an
investment
over
the
periods
indicated.
Return
for
less
than
one
year,
if
any,
has
not
been
annualized.
3.
Assumes
reinvestment
of
distributions
based
on
net
asset
value.
4.
Assumes
reinvestment
of
distributions
based
on
the
dividend
reinvestment
and
cash
purchase
plan.
5.
Source:
Morningstar.
The
MSCI
EM
Index-NR
is
a
free
float-adjusted,
market
capitalization-weighted
index
designed
to
measure
the
equity
market
performance
of
global
emerging
markets.
Net
Return
(NR)
reflects
no
deduction
for
fees,
expenses
or
taxes
but
are
net
of
dividend
tax
withholding.
Important
data
provider
notices
and
terms
available
at
www.franklintempletondatasources.com.
Distributions
Per
Share
(9/1/23–8/31/24)
Net
Investment
Income
$0.7270
Templeton
Emerging
Markets
Fund
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
a
Year
Ended
August
31,
2024
2023
2022
2021
2020
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$13.63
$13.72
$20.09
$17.58
$16.09
Income
from
investment
operations:
Net
investment
income
a
.........................
0.28
0.35
0.30
0.11
0.15
Net
realized
and
unrealized
gains
(losses)
...........
1.58
0.68
(5.60)
3.04
2.44
Total
from
investment
operations
....................
1.86
1.03
(5.30)
3.15
2.59
Less
distributions
from:
Net
investment
income
..........................
(0.73)
(0.41)
(0.41)
(0.18)
(0.60)
Net
realized
gains
.............................
—
(0.72)
(0.70)
(0.48)
(0.55)
Total
distributions
...............................
(0.73)
(1.13)
(1.11)
(0.66)
(1.15)
Repurchase
of
shares
..........................
0.05
0.01
0.04
0.02
0.05
Net
asset
value,
end
of
year
.......................
$14.81
$13.63
$13.72
$20.09
$17.58
Market
value,
end
of
year
b
.........................
$12.81
$11.71
$11.85
$17.89
$15.38
Total
return
(based
on
net
asset
value
per
share)
c
.......
14.50%
8.26%
(27.44)%
18.04%
16.34%
Total
return
(based
on
market
value
per
share)
c
.........
16.11%
8.59%
(29.18)%
20.40%
16.45%
Ratios
to
average
net
assets
Expenses
before
waiver
and
payments
by
affiliates
......
1.44%
1.49%
1.50%
1.49%
1.52%
Expenses
net
of
waiver
and
payments
by
affiliates
.......
1.43%
1.47%
1.49%
1.48%
1.50%
Net
investment
income
...........................
2.06%
2.63%
1.81%
0.52%
0.90%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$226,225
$213,497
$216,704
$323,924
$285,668
Portfolio
turnover
rate
............................
19.14%
26.18%
20.05%
23.19%
17.56%
Total
outstanding
borrowings
on
credit
facility
at
end
of
year
(000’s)
.......................................
$5,000
$10,000
$25,000
$15,000
$15,000
Asset
coverage
per
$1,000
of
debt
..................
$46,245
$22,350
$9,668
$22,595
$20,045
a
Based
on
average
daily
shares
outstanding.
b
Based
on
the
last
sale
on
the
New
York
Stock
Exchange.
c
The
Market
Value
Total
Return
is
calculated
assuming
a
purchase
of
common
shares
on
the
opening
of
the
first
business
day
and
a
sale
on
the
closing
of
the
last
business
day
of
each
period.
Dividends
and
distributions
are
assumed
for
the
purposes
of
this
calculation
to
be
reinvested
at
prices
obtained
under
the
Fund's
Dividend
Reinvestment
and
Cash
Purchase
Plan.
Net
Asset
Value
Total
Return
is
calculated
on
the
same
basis,
except
that
the
Fund's
net
asset
value
is
used
on
the
purchase,
sale
and
dividend
reinvestment
dates
instead
of
market
value.
Total
return
does
not
reflect
brokerage
commissions
or
sales
charges
in
connection
with
the
purchase
or
sale
of
Fund
shares.
Templeton
Emerging
Markets
Fund
Schedule
of
Investments,
August
31,
2024
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
a
a
Industry
Shares
a
Value
a
Common
Stocks
91.0%
Brazil
2.2%
a
Hypera
SA
.....................
Pharmaceuticals
143,999
$
729,290
a
Oncoclinicas
do
Brasil
Servicos
Medicos
SA
..........................
Health
Care
Providers
&
Services
723,907
855,547
TOTVS
SA
.....................
Software
155,621
827,641
Vale
SA
........................
Metals
&
Mining
231,595
2,448,592
4,861,070
Cambodia
0.1%
a
NagaCorp
Ltd.
..................
Hotels,
Restaurants
&
Leisure
743,786
315,984
Chile
0.9%
b
Banco
Santander
Chile
,
ADR
.......
Banks
103,137
2,129,779
China
22.1%
c
Alibaba
Group
Holding
Ltd.
.........
Broadline
Retail
891,699
9,241,961
c
Alibaba
Group
Holding
Ltd.
,
ADR
....
Broadline
Retail
4,330
360,862
d
BAIC
Motor
Corp.
Ltd.
,
H
,
144A
,
Reg
S
Automobiles
360,000
84,966
a,c
Baidu,
Inc.
,
A
....................
Interactive
Media
&
Services
237,340
2,504,218
Beijing
Oriental
Yuhong
Waterproof
Technology
Co.
Ltd.
,
A
...........
Construction
Materials
295,943
453,472
Brilliance
China
Automotive
Holdings
Ltd.
.........................
Automobiles
254,556
106,128
b,d
Budweiser
Brewing
Co.
APAC
Ltd.
,
144A
,
Reg
S
..................
Beverages
2,489,580
2,837,221
China
Merchants
Bank
Co.
Ltd.
,
H
....
Banks
769,204
3,156,544
China
Resources
Building
Materials
Technology
Holdings
Ltd.
.........
Construction
Materials
2,723,222
535,102
COSCO
SHIPPING
Ports
Ltd.
.......
Transportation
Infrastructure
870,604
516,079
a,b
Daqo
New
Energy
Corp.
,
ADR
......
Semiconductors
&
Semiconductor
Equipment
48,253
710,767
d
Greentown
Service
Group
Co.
Ltd.
,
Reg
S
...........................
Real
Estate
Management
&
Development
732,186
338,900
Guangzhou
Tinci
Materials
Technology
Co.
Ltd.
,
A
....................
Chemicals
339,228
686,237
Haier
Smart
Home
Co.
Ltd.
,
D
.......
Household
Durables
710,943
1,200,608
Health
&
Happiness
H&H
International
Holdings
Ltd.
..................
Food
Products
518,589
553,976
c
JD.com,
Inc.
,
A
..................
Broadline
Retail
11,101
150,041
a,c,d
Kuaishou
Technology
,
144A
,
Reg
S
...
Interactive
Media
&
Services
258,882
1,321,389
a,d
Meituan
Dianping
,
B
,
144A
,
Reg
S
...
Hotels,
Restaurants
&
Leisure
36,865
557,812
c
NetEase,
Inc.
...................
Entertainment
101,085
1,624,883
Ping
An
Bank
Co.
Ltd.
,
A
...........
Banks
174,085
249,014
Ping
An
Insurance
Group
Co.
of
China
Ltd.
,
H
.......................
Insurance
441,337
2,089,369
Prosus
NV
.....................
Broadline
Retail
222,062
8,230,928
c
Tencent
Holdings
Ltd.
.............
Interactive
Media
&
Services
189,249
9,178,442
Uni-President
China
Holdings
Ltd.
....
Food
Products
2,231,996
1,972,127
Weifu
High-Technology
Group
Co.
Ltd.
,
B
...........................
Automobile
Components
269,612
403,835
a,d
Wuxi
Biologics
Cayman,
Inc.
,
144A
,
Reg
S
...........................
Life
Sciences
Tools
&
Services
636,896
906,544
49,971,425
Hong
Kong
2.0%
Techtronic
Industries
Co.
Ltd.
.......
Machinery
331,096
4,436,237
Hungary
1.3%
Richter
Gedeon
Nyrt.
.............
Pharmaceuticals
94,148
2,852,889
Templeton
Emerging
Markets
Fund
Schedule
of
Investments
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
a
a
Industry
Shares
a
Value
a
Common
Stocks
(continued)
India
12.2%
ACC
Ltd.
.......................
Construction
Materials
44,570
$
1,238,361
Bajaj
Holdings
&
Investment
Ltd.
.....
Financial
Services
15,194
1,823,074
Federal
Bank
Ltd.
................
Banks
789,600
1,832,936
HDFC
Bank
Ltd.
.................
Banks
297,704
5,824,089
ICICI
Bank
Ltd.
..................
Banks
812,492
11,920,966
Infosys
Ltd.
.....................
IT
Services
117,782
2,735,692
a
One
97
Communications
Ltd.
.......
Financial
Services
46,527
345,692
a
Zomato
Ltd.
....................
Hotels,
Restaurants
&
Leisure
660,922
1,973,007
27,693,817
Indonesia
0.6%
Astra
International
Tbk.
PT
.........
Industrial
Conglomerates
3,802,090
1,253,914
Italy
0.2%
a,b,d
Wizz
Air
Holdings
plc
,
144A
,
Reg
S
...
Passenger
Airlines
27,114
477,162
Mexico
1.7%
Grupo
Financiero
Banorte
SAB
de
CV
,
O
...........................
Banks
536,470
3,711,623
a,d
Nemak
SAB
de
CV
,
144A
,
Reg
S
....
Automobile
Components
1,497,103
168,816
3,880,439
Peru
0.4%
Intercorp
Financial
Services,
Inc.
.....
Banks
35,551
902,995
Philippines
0.5%
BDO
Unibank,
Inc.
...............
Banks
373,532
1,015,772
Russia
0.0%
e,f
LUKOIL
PJSC
...................
Oil,
Gas
&
Consumable
Fuels
86,387
—
e,f
Sberbank
of
Russia
PJSC
..........
Banks
1,014,728
—
—
South
Africa
2.0%
Discovery
Ltd.
...................
Insurance
337,900
2,891,772
Netcare
Ltd.
....................
Health
Care
Providers
&
Services
2,265,313
1,724,297
4,616,069
South
Korea
19.1%
Doosan
Bobcat,
Inc.
..............
Machinery
54,465
1,623,398
Fila
Holdings
Corp.
...............
Textiles,
Apparel
&
Luxury
Goods
42,245
1,338,772
KT
Skylife
Co.
Ltd.
...............
Media
45,931
169,816
LG
Corp.
.......................
Industrial
Conglomerates
69,111
4,098,489
a
LigaChem
Biosciences,
Inc.
........
Life
Sciences
Tools
&
Services
7,160
517,133
NAVER
Corp.
...................
Interactive
Media
&
Services
48,113
6,095,897
Samsung
Electronics
Co.
Ltd.
.......
Technology
Hardware,
Storage
&
Peripherals
216,224
11,993,500
Samsung
Life
Insurance
Co.
Ltd.
.....
Insurance
92,024
6,713,153
Samsung
SDI
Co.
Ltd.
............
Electronic
Equipment,
Instruments
&
Components
12,837
3,412,188
SK
Hynix,
Inc.
...................
Semiconductors
&
Semiconductor
Equipment
45,390
5,940,447
Soulbrain
Co.
Ltd.
................
Chemicals
6,953
1,234,577
43,137,370
Taiwan
18.5%
Hon
Hai
Precision
Industry
Co.
Ltd.
...
Electronic
Equipment,
Instruments
&
Components
924,810
5,334,017
Lite-On
Technology
Corp.
..........
Technology
Hardware,
Storage
&
Peripherals
243,961
817,767
MediaTek,
Inc.
..................
Semiconductors
&
Semiconductor
Equipment
153,213
5,942,045
Templeton
Emerging
Markets
Fund
Schedule
of
Investments
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
a
a
Industry
Shares
a
Value
a
Common
Stocks
(continued)
Taiwan
(continued)
Taiwan
Semiconductor
Manufacturing
Co.
Ltd.
......................
Semiconductors
&
Semiconductor
Equipment
966,411
$
28,585,939
Yageo
Corp.
....................
Electronic
Equipment,
Instruments
&
Components
53,756
1,105,563
41,785,331
Thailand
2.9%
Kasikornbank
PCL
...............
Banks
773,598
3,252,317
Kiatnakin
Phatra
Bank
PCL
.........
Banks
534,625
722,818
Minor
International
PCL
............
Hotels,
Restaurants
&
Leisure
1,468,547
1,163,516
Star
Petroleum
Refining
PCL
........
Oil,
Gas
&
Consumable
Fuels
3,027,937
632,228
Thai
Beverage
PCL
...............
Beverages
2,211,443
899,057
6,669,936
United
Arab
Emirates
0.8%
Emirates
Central
Cooling
Systems
Corp.
Water
Utilities
2,589,036
1,212,449
Spinneys
1961
Holding
plc
.........
Consumer
Staples
Distribution
&
Retail
1,578,660
640,430
1,852,879
United
States
3.5%
Cognizant
Technology
Solutions
Corp.
,
A
...........................
IT
Services
44,865
3,489,151
Genpact
Ltd.
....................
Professional
Services
113,338
4,446,250
7,935,401
Total
Common
Stocks
(Cost
$
156,996,048
)
.....................................
205,788,469
a
Preferred
Stocks
6.2%
Brazil
6.2%
Banco
Bradesco
SA
,
ADR
..........
Banks
1,278,669
3,554,700
g
Itau
Unibanco
Holding
SA
,
ADR
,
3.04
%
Banks
710,707
4,633,810
g
Petroleo
Brasileiro
SA
,
8.43
%
.......
Oil,
Gas
&
Consumable
Fuels
838,976
5,861,405
14,049,915
Total
Preferred
Stocks
(Cost
$
10,836,699
)
......................................
14,049,915
a
a
a
a
a
Escrows
and
Litigation
Trusts
0.0%
a,e
Hemisphere
Properties
India
Ltd.,
Escrow
Account
................
38,214
—
Total
Escrows
and
Litigation
Trusts
(Cost
$
–
)
...................................
—
Total
Long
Term
Investments
(Cost
$
167,832,747
)
...............................
219,838,384
Templeton
Emerging
Markets
Fund
Schedule
of
Investments
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Short
Term
Investments
5.8%
a
a
Industry
Shares
a
Value
a
a
a
a
a
a
Money
Market
Funds
5.8%
United
States
5.8%
h,i
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio
,
4.982
%
.........
13,057,834
$
13,057,834
Total
Money
Market
Funds
(Cost
$
13,057,834
)
..................................
13,057,834
a
a
a
a
a
Total
Short
Term
Investments
(Cost
$
13,057,834
)
................................
13,057,834
a
a
a
Total
Investments
(Cost
$
180,890,581
)
103.0
%
..................................
$232,896,218
j
Credit
Facility
(
2.2
)
%
.........................................................
(5,000,000)
Other
Assets,
less
Liabilities
(
0.8
)
%
...........................................
(1,671,611)
Net
Assets
100.0%
...........................................................
$226,224,607
a
a
a
See
A
bbreviations
on
page
23
.
a
Non-income
producing.
b
A
portion
or
all
of
the
security
is
on
loan
at
August
31,
2024.
See
Note
1(c).
c
Variable
interest
entity
(VIE).
See
Note
6
regarding
investments
made
through
a
VIE
structure.
At
August
31,
2024,
the
aggregate
value
of
these
securities
was
$24,381,796,
representing
10.8%
of
net
assets.
d
Security
was
purchased
pursuant
to
Rule
144A
or
Regulation
S
under
the
Securities
Act
of
1933.
144A
securities
may
be
sold
in
transactions
exempt
from
registration
only
to
qualified
institutional
buyers
or
in
a
public
offering
registered
under
the
Securities
Act
of
1933.
Regulation
S
securities
cannot
be
sold
in
the
United
States
without
either
an
effective
registration
statement
filed
pursuant
to
the
Securities
Act
of
1933,
or
pursuant
to
an
exemption
from
registration.
At
August
31,
2024,
the
aggregate
value
of
these
securities
was
$6,692,810,
representing
3.0%
of
net
assets.
e
Fair
valued
using
significant
unobservable
inputs.
See
Note
8
regarding
fair
value
measurements.
f
See
Note
6
regarding
investments
in
Russian
securities.
g
Variable
rate
security.
The
rate
shown
represents
the
yield
at
period
end.
h
See
Note
3(c)
regarding
investments
in
affiliated
management
investment
companies.
i
The
rate
shown
is
the
annualized
seven-day
effective
yield
at
period
end.
j
See
Note
7
regarding
credit
facility.
Templeton
Emerging
Markets
Fund
Financial
Statements
Statement
of
Assets
and
Liabilities
August
31,
2024
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
Templeton
Emerging
Markets
Fund
Assets:
Investments
in
securities:
Cost
-
Unaffiliated
issuers
...................................................................
$167,832,747
Cost
-
Non-controlled
affiliates
(Note
3
c
)
........................................................
13,057,834
Value
-
Unaffiliated
issuers
(Includes
securities
loaned
of
$2,393,483)
..................................
$219,838,384
Value
-
Non-controlled
affiliates
(Note
3
c
)
.......................................................
13,057,834
Foreign
currency,
at
value
(cost
$12)
............................................................
12
Receivables:
Investment
securities
sold
...................................................................
304,575
Dividends
...............................................................................
572,579
Total
assets
..........................................................................
233,773,384
Liabilities:
Payables:
Investment
securities
purchased
..............................................................
72,466
Credit
facility
(Note
7
)
......................................................................
5,000,000
Management
fees
.........................................................................
203,450
Trustees'
fees
and
expenses
.................................................................
33
Accrued
interest
(Note
7)
...................................................................
44,821
Deferred
tax
...............................................................................
2,135,962
Accrued
expenses
and
other
liabilities
...........................................................
92,045
Total
liabilities
.........................................................................
7,548,777
Net
assets,
at
value
.................................................................
$226,224,607
Net
assets
consist
of:
Paid-in
capital
.............................................................................
$173,258,415
Total
distributable
earnings
(losses)
.............................................................
52,966,192
Net
assets,
at
value
.................................................................
$226,224,607
Shares
outstanding
.........................................................................
15,275,121
Net
asset
value
per
share
a
....................................................................
$14.81
a
Net
asset
value
per
share
may
not
recalculate
due
to
rounding.
Templeton
Emerging
Markets
Fund
Financial
Statements
Statement
of
Operations
for
the
year
ended
August
31,
2024
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Templeton
Emerging
Markets
Fund
Investment
income:
Dividends:
(net
of
foreign
taxes
of
$659,537)
Unaffiliated
issuers
........................................................................
$6,974,993
Non-controlled
affiliates
(Note
3
c
)
.............................................................
441,974
Income
from
securities
loaned:
Unaffiliated
entities
(net
of
fees
and
rebates)
.....................................................
5,109
Non-controlled
affiliates
(Note
3
c
)
.............................................................
852
Total
investment
income
...................................................................
7,422,928
Expenses:
Management
fees
(Note
3
a
)
...................................................................
2,340,712
Transfer
agent
fees
.........................................................................
65,112
Custodian
fees
.............................................................................
43,655
Reports
to
shareholders
fees
..................................................................
17,233
Registration
and
filing
fees
....................................................................
16,479
Professional
fees
...........................................................................
135,333
Trustees'
fees
and
expenses
..................................................................
25,797
Interest
expense
(Note
7)
....................................................................
346,963
Other
....................................................................................
78,561
Total
expenses
.........................................................................
3,069,845
Expenses
waived/paid
by
affiliates
(Note
3c)
...................................................
(31,161)
Net
expenses
.........................................................................
3,038,684
Net
investment
income
................................................................
4,384,244
Realized
and
unrealized
gains
(losses):
Net
realized
gain
(loss)
from:
Investments:
(net
of
foreign
taxes
of
$488,046)
Unaffiliated
issuers
......................................................................
12,288,770
Foreign
currency
transactions
................................................................
(43,684)
Net
realized
gain
(loss)
..................................................................
12,245,086
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments:
Unaffiliated
issuers
......................................................................
12,531,015
Translation
of
other
assets
and
liabilities
denominated
in
foreign
currencies
..............................
(18,876)
Change
in
deferred
taxes
on
unrealized
appreciation
...............................................
(618,415)
Net
change
in
unrealized
appreciation
(depreciation)
............................................
11,893,724
Net
realized
and
unrealized
gain
(loss)
............................................................
24,138,810
Net
increase
(decrease)
in
net
assets
resulting
from
operations
..........................................
$28,523,054
Templeton
Emerging
Markets
Fund
Financial
Statements
Statements
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
Templeton
Emerging
Markets
Fund
Year
Ended
August
31,
2024
Year
Ended
August
31,
2023
Increase
(decrease)
in
net
assets:
Operations:
Net
investment
income
.................................................
$4,384,244
$5,507,051
Net
realized
gain
(loss)
.................................................
12,245,086
861,117
Net
change
in
unrealized
appreciation
(depreciation)
...........................
11,893,724
9,637,129
Net
increase
(decrease)
in
net
assets
resulting
from
operations
................
28,523,054
16,005,297
Distributions
to
shareholders
..............................................
(11,273,471)
(17,752,979)
Capital
share
transactions
(Note
2
)
..........................................
(4,521,710)
(1,459,355)
Net
increase
(decrease)
in
net
assets
...................................
12,727,873
(3,207,037)
Net
assets:
Beginning
of
year
.......................................................
213,496,734
216,703,771
End
of
year
...........................................................
$226,224,607
$213,496,734
Templeton
Emerging
Markets
Fund
Notes
to
Financial
Statements
1.
Organization
and
Significant
Accounting
Policies
Templeton
Emerging
Markets
Fund (Fund)
is
registered under
the
Investment
Company
Act
of
1940
(1940
Act)
as
a
closed-end
management
investment
company.
The
Fund
follows
the
accounting
and
reporting
guidance
in
Financial
Accounting
Standards
Board
(FASB)
Accounting
Standards
Codification
Topic
946,
Financial
Services
–
Investment
Companies
(ASC
946)
and
applies
the
specialized
accounting
and
reporting
guidance
in
U.S.
Generally
Accepted
Accounting
Principles
(U.S.
GAAP),
including,
but
not
limited
to,
ASC
946.
The
following
summarizes
the Fund's
significant
accounting
policies.
a.
Financial
Instrument
Valuation
The
Fund's
investments
in
financial
instruments
are
carried
at
fair
value
daily.
Fair
value
is
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
on
the
measurement
date.
The
Fund
calculates
the
net
asset
value
(NAV)
per
share
each business
day as
of
4
p.m.
Eastern
time
or
the
regularly
scheduled
close
of
the
New
York
Stock
Exchange
(NYSE),
whichever
is
earlier.
Under
compliance
policies
and
procedures
approved
by
the Fund's
Board
of
Trustees
(the
Board),
the
Board
has
designated
the
Fund’s
investment
manager
as
the
valuation
designee
and
has
responsibility
for
oversight
of
valuation.
The
investment
manager
is
assisted
by
the
Fund’s
administrator
in
performing
this
responsibility,
including
leading
the
cross-
functional
Valuation
Committee
(VC).
The
Fund
may
utilize
independent
pricing
services,
quotations
from
securities
and
financial
instrument
dealers,
and
other
market
sources
to
determine
fair
value.
Equity
securities
listed
on
an
exchange
or
on
the
NASDAQ
National
Market
System
are
valued
at
the
last
quoted
sale
price
or
the
official
closing
price of
the
day,
respectively.
Foreign
equity
securities
are
valued
as
of
the
close
of
trading
on
the
foreign
stock
exchange
on
which
the
security
is
primarily
traded,
or
as
of
4
p.m.
Eastern
time.
The
value
is
then
converted
into
its
U.S.
dollar
equivalent
at
the
foreign
exchange
rate
in
effect
at
4
p.m.
Eastern
time
on
the
day
that
the
value
of
the
security
is
determined.
Over-the-counter
(OTC)
securities
are
valued
within
the
range
of
the
most
recent
quoted
bid
and
ask
prices.
Securities
that
trade
in
multiple
markets
or
on
multiple
exchanges
are
valued
according
to
the
broadest
and
most
representative
market.
Certain
equity
securities
are
valued
based
upon
fundamental
characteristics
or
relationships
to
similar
securities.
Investments
in open-end mutual
funds
are
valued
at
the
closing
NAV.
The
Fund
has
procedures
to
determine
the
fair
value
of
financial
instruments
for
which
market
prices
are
not
reliable
or
readily
available.
Under
these
procedures,
the Fund
primarily
employs
a
market-based
approach
which
may
use
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
and
other
relevant
information
for
the
investment
to
determine
the
fair
value
of
the
investment.
An
income-based
valuation
approach
may
also
be
used
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
to
calculate
fair
value.
Discounts
may
also
be
applied
due
to
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
Due
to
the
inherent
uncertainty
of
valuations
of
such
investments,
the
fair
values
may
differ
significantly
from
the
values
that
would
have
been
used
had
an
active
market
existed.
Trading
in
securities
on
foreign
securities
stock
exchanges
and
OTC
markets
may
be
completed
before
4
p.m.
Eastern
time.
In
addition,
trading
in
certain
foreign
markets
may
not
take
place
on
every
Fund's
business
day. Events
can occur
between
the
time
at
which
trading
in
a
foreign
security
is
completed
and
4
p.m.
Eastern
time
that
might
call
into
question
the
reliability
of
the
value
of
a
portfolio
security
held
by
the
Fund.
As
a
result,
differences
may
arise
between
the
value
of
the
Fund's
portfolio
securities
as
determined
at
the
foreign
market
close
and
the
latest
indications
of
value
at
4
p.m.
Eastern
time. In
order
to
minimize
the
potential
for
these
differences,
an
independent
pricing
service
may
be
used
to
adjust
the
value
of
the
Fund's
portfolio
securities
to
the
latest
indications
of
fair
value
at
4
p.m.
Eastern
time.
At
August
31,
2024,
certain
securities
may
have
been
fair
valued
using
these
procedures,
in
which
case
the
securities
were
categorized
as
Level
2
within
the
fair
value
hierarchy
(referred
to
as
“market
level
fair
value”).
See
the
Fair
Value
Measurements
note
for
more
information.
When
the
last
day
of
the
reporting
period
is
a
non-business
day,
certain
foreign
markets
may
be
open
on
those
days
that
the
Fund's
NAV
is
not
calculated,
which
could
result
in
differences
between
the
value
of
the
Fund's
portfolio
securities
on
the
last
business
day
and
the
last
calendar
day
Templeton
Emerging
Markets
Fund
Notes
to
Financial
Statements
of
the
reporting
period.
Any
security
valuation
changes
due
to
an
open
foreign
market
are
adjusted
and
reflected
by
the
Fund
for
financial
reporting
purposes.
b.
Foreign
Currency
Translation
Portfolio
securities
and
other
assets
and
liabilities
denominated
in
foreign
currencies
are
translated
into
U.S.
dollars
based
on
the
exchange
rate
of
such
currencies
against
U.S.
dollars
on
the
date
of
valuation.
The
Fund
may
enter
into
foreign
currency
exchange
contracts
to
facilitate
transactions
denominated
in
a
foreign
currency.
Purchases
and
sales
of
securities,
income
and
expense
items
denominated
in
foreign
currencies
are
translated
into
U.S.
dollars
at
the
exchange
rate
in
effect
on
the
transaction
date.
Portfolio
securities
and
assets
and
liabilities
denominated
in
foreign
currencies
contain
risks
that
those
currencies
will
decline
in
value
relative
to
the
U.S.
dollar.
Occasionally,
events
may
impact
the
availability
or
reliability
of
foreign
exchange
rates
used
to
convert
the
U.S.
dollar
equivalent
value.
If
such
an
event
occurs,
the
foreign
exchange
rate
will
be
valued
at
fair
value
using
procedures
established
and
approved
by
the
Board.
The
Fund
does
not
separately
report
the
effect
of
changes
in
foreign
exchange
rates
from
changes
in
market
prices
on
securities
held.
Such
changes
are
included
in
net
realized
and
unrealized
gain
or
loss
from
investments
in
the
Statement of
Operations.
Realized
foreign
exchange
gains
or
losses
arise
from
sales
of
foreign
currencies,
currency
gains
or
losses
realized
between
the
trade
and
settlement
dates
on
securities
transactions
and
the
difference
between
the
recorded
amounts
of
dividends,
interest,
and
foreign
withholding
taxes
and
the
U.S.
dollar
equivalent
of
the
amounts
actually
received
or
paid.
Net
unrealized
foreign
exchange
gains
and
losses
arise
from
changes
in
foreign
exchange
rates
on
foreign
denominated
assets
and
liabilities
other
than
investments
in
securities
held
at
the
end
of
the
reporting
period.
c.
Securities
Lending
The
Fund
participates
in
an
agency
based
securities
lending
program
to
earn
additional
income.
The
Fund
receives
collateral
in
the
form
of
cash
and/or
U.S.
Government
and
Agency
securities
against
the
loaned
securities
in
an
amount
equal
to
at
least
102%
of
the
fair
value
of
the
loaned
securities.
Collateral
is
maintained
over
the
life
of
the
loan
in
an
amount
not
less
than
100%
of
the
fair
value
of
loaned
securities,
as
determined
at
the
close
of
Fund
business
each
day;
any
additional
collateral
required
due
to
changes
in
security
values
is
delivered
to
the
Fund
on
the
next
business
day.
Any
cash
collateral
received
is
deposited
into
a
joint
cash
account
with
other
funds
and
is
used
to
invest
in
a
money
market
fund
managed
by
Franklin
Advisers,
Inc.,
an
affiliate
of
the
Fund.
Additionally,
at
August
31,
2024,
the
Fund
held
$2,509,654
in
U.S.
Government
and
Agency
securities
as
collateral.
These
securities
are
held
as
collateral
in
segregated
accounts
with
the
Fund's
custodian.
The
Fund
cannot
repledge
or
resell
these
securities
held
as
collateral.
As
such,
the
non-cash
collateral
is
excluded
from
the
Statement
of
Assets
and
Liabilities. The
Fund
may
receive
income
from
the
investment
of
cash
collateral,
in
addition
to
lending
fees paid
by
the
borrower.
Income
from
securities
loaned,
net
of
fees
paid
to
the
securities
lending
agent
and/or
third-party
vendor,
is
reported
separately
in
the Statement of
Operations.
The
Fund
bears
the
market
risk
with
respect
to
any
cash
collateral
investment,
securities
loaned,
and
the
risk
that
the
agent
may
default
on
its
obligations
to
the
Fund.
If
the
borrower
defaults
on
its
obligation
to
return
the
securities
loaned,
the
Fund
has
the
right
to
repurchase
the
securities
in
the
open
market
using
the
collateral
received.
The
securities
lending
agent
has
agreed
to
indemnify
the
Fund
in
the
event
of
default
by
a
third
party
borrower.
d.
Income
and
Deferred
Taxes
It
is the Fund's
policy
to
qualify
as
a
regulated
investment
company
under
the
Internal
Revenue
Code. The Fund
intends
to
distribute
to
shareholders
substantially
all
of
its
taxable
income
and
net
realized
gains
to
relieve
it
from
federal
income
and
excise
taxes.
As
a
result,
no
provision
for
U.S.
federal
income
taxes
is
required.
The Fund
may
be
subject
to
foreign
taxation
related
to
income
received,
capital
gains
on
the
sale
of
securities
and
certain
foreign
currency
transactions
in
the
foreign
jurisdictions
in
which
it
invests.
Foreign
taxes,
if
any,
are
recorded
based
on
the
tax
regulations
and
rates
that
exist
1.
Organization
and
Significant
Accounting
Policies
(continued)
a.
Financial
Instrument
Valuation
(continued)
Templeton
Emerging
Markets
Fund
Notes
to
Financial
Statements
in
the
foreign
markets
in
which
the
Fund
invests.
When
a
capital
gain
tax
is
determined
to
apply,
the
Fund
records
an
estimated
deferred
tax
liability
in
an
amount
that
would
be
payable
if
the
securities
were
disposed
of
on
the
valuation
date.
The Fund
may
recognize
an
income
tax
liability
related
to
its
uncertain
tax
positions
under
U.S.
GAAP
when
the
uncertain
tax
position
has
a
less
than
50%
probability
that
it
will
be
sustained
upon
examination
by
the
tax
authorities
based
on
its
technical
merits.
As
of
August
31,
2024, the Fund
has
determined
that
no
tax
liability
is
required
in
its
financial
statements
related
to
uncertain
tax
positions
for
any
open
tax
years
(or
expected
to
be
taken
in
future
tax
years).
Open
tax
years
are
those
that
remain
subject
to
examination
and
are
based
on
the
statute
of
limitations
in
each
jurisdiction
in
which
the Fund
invests.
e.
Security
Transactions,
Investment
Income,
Expenses
and
Distributions
Security
transactions
are
accounted
for
on
trade
date.
Realized
gains
and
losses
on
security
transactions
are
determined
on
a
specific
identification
basis.
Estimated
expenses
are
accrued
daily.
Dividend
income
is
recorded
on
the
ex-dividend
date
except
for
certain
dividends
from
securities
where
the
dividend
rate
is
not
available.
In
such
cases,
the
dividend
is
recorded
as
soon
as
the
information
is
received
by
the
Fund.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributable
earnings
are
determined
according
to
income
tax
regulations
(tax
basis)
and
may
differ
from
earnings
recorded
in
accordance
with
U.S.
GAAP.
These
differences
may
be
permanent
or
temporary.
Permanent
differences
are
reclassified
among
capital
accounts
to
reflect
their
tax
character.
These
reclassifications
have
no
impact
on
net
assets
or
the
results
of
operations.
Temporary
differences
are
not
reclassified,
as
they
may
reverse
in
subsequent
periods.
f.
Accounting
Estimates
The
preparation
of
financial
statements
in
accordance
with
U.S.
GAAP
requires
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
amounts
of
income
and
expenses
during
the
reporting
period.
Actual
results
could
differ
from
those
estimates.
g.
Guarantees
and
Indemnifications
Under
the Fund's
organizational
documents,
its
officers
and trustees
are
indemnified
by
the
Fund against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
Fund.
Additionally,
in
the
normal
course
of
business,
the
Fund
enters
into
contracts
with
service
providers
that
contain
general
indemnification
clauses.
The Fund's
maximum
exposure
under
these
arrangements
is
unknown
as
this
would
involve
future
claims
that
may
be
made
against
the Fund
that
have
not
yet
occurred.
Currently,
the Fund
expects
the
risk
of
loss
to
be
remote.
2.
Shares
of
Beneficial
Interest
At
August
31,
2024,
there
were
an
unlimited
number
of
shares
authorized
(without
par
value).
During
the years
ended
August
31,
2024 and August
31,
2023,
there
were
no
shares
issued;
all
reinvested
distributions
were
satisfied
with
previously
issued
shares
purchased
in
the
open
market.
Under
the
Board
approved
open-market
share
repurchase
program,
the
Fund
may
purchase,
from
time
to
time,
Fund
shares
in
open-market
transactions,
at
the
discretion
of
management. Since
the
inception
of
the
program,
the
Fund
has
repurchased
a
total
of 2,809,986 shares.
Transactions
in
the
Fund's
shares
were
as
follows:
Year
Ended
August
31,
2024
Year
Ended
August
31,
2023
Shares
Amount
Shares
Amount
Shares
repurchased
......................
387,907
$4,521,710
127,798
$1,459,355
Weighted
average
discount
of
cost
of
repurchase
to
net
asset
value
of
shares
repurchased
.....
14.47%
13.29%
1.
Organization
and
Significant
Accounting
Policies
(continued)
d.
Income
and
Deferred
Taxes
(continued)
Templeton
Emerging
Markets
Fund
Notes
to
Financial
Statements
3
.
Transactions
with
Affiliates
Franklin
Resources,
Inc.
is
the
holding
company
for
various
subsidiaries
that
together
are
referred
to
as
Franklin
Templeton.
Certain
officers
and trustees
of
the Fund are
also
officers
and/or
directors
of
the
following
subsidiaries:
a.
Management
Fees
The
Fund
pays
an
investment
management
fee,
calculated daily
and
paid
monthly,
to
TAML
based
on
the
average daily
net
assets
of
the
Fund
as
follows:
For
the
year
ended
August
31,
2024,
the
gross
effective
investment
management
fee
rate
was 1.100%
of
the
Fund’s
average daily
net
assets.
Under
a
subadvisory
agreement,
FTIML,
an
affiliate
of
TAML,
provides
subadvisory
services
to
the
Fund.
The
subadvisory
fee
is
paid
by
TAML
based
on
the
Fund's
average
daily
net
assets,
and
is
not
an
additional
expense
of
the
Fund.
The
subadvisory
fee
is
equal
to
an
annual
rate
of
50%
of
the
net
investment
advisory
fee.
For
purposes
of
the
subadvisory
agreement,
the
net
investment
advisory
fee
equals
(i)
96%
of
an
amount
equal
to
the
total
management
fees
payable
to
TAML,
minus
any
Fund
fees
and/or
expenses
waived
or
reimbursed
by
TAML,
minus
(ii)
any
fees
payable
by
TAML
to
FT
Services
for
administrative
services.
b.
Administrative
Fees
Under
an
agreement
with
TAML,
FT
Services
provides
administrative
services
to
the
Fund.
The
fee
is
paid
by
TAML
based
on
the
Fund’s
average daily
net
assets,
and
is
not
an
additional
expense
of
the
Fund.
c.
Investments
in
Affiliated
Management
Investment
Companies
The
Fund
invests
in
one
or
more
affiliated
management
investment
companies.
As
defined
in
the
1940
Act,
an
investment
is
deemed
to
be
a
“Controlled
Affiliate”
of
a
fund
when
a
fund
owns,
either
directly
or
indirectly,
25%
or
more
of
the
affiliated
fund’s
outstanding
shares
or
has
the
power
to
exercise
control
over
management
or
policies
of
such
fund.
The
Fund
does
not
invest
for
purposes
of
exercising
a
controlling
influence
over
the
management
or
policies.
Management
fees
paid
by
the
Fund
are
waived
on
assets
invested
in
the
affiliated
management
investment
companies,
as
noted
in
the
Statement
of
Operations,
in
an
amount
not
to
exceed
the
management
and
administrative
fees
paid
directly
or
indirectly
by
each
affiliate.
During
the
year
ended
August
31,
2024,
the
Fund
held
investments
in
affiliated
management
investment
companies
as
follows:
Subsidiary
Affiliation
Templeton
Asset
Management
Ltd.
(TAML)
Investment
manager
Franklin
Templeton
Investment
Management
Ltd.
(FTIML)
Investment
manager
Franklin
Templeton
Services,
LLC
(FT
Services)
Administrative
manager
Annualized
Fee
Rate
Net
Assets
1.100%
Up
to
and
including
$1
billion
1.050%
Over
$1
billion,
up
to
and
including
$2
billion
1.000%
In
excess
of
$2
billion
Templeton
Emerging
Markets
Fund
Notes
to
Financial
Statements
4.
Income
Taxes
For
tax
purposes,
capital
losses
may
be
carried
over
to
offset
future
capital
gains.
During
the
year
ended
August
31,
2024,
the
Fund
utilized
$3,103,425
of
capital
loss
carryforwards.
The
tax
character
of
distributions
paid
during
the
years
ended
August
31,
2024
and
2023,
was
as
follows:
At
August
31,
2024,
the
cost
of
investments,
net
unrealized
appreciation
(depreciation),
undistributed
ordinary
income
and
undistributed
long
term
capital
gains for
income
tax
purposes
were
as
follows:
Differences
between
income
and/or
capital
gains
as
determined
on
a
book
basis
and
a
tax
basis
are
primarily
due
to
differing
treatments
of
wash
sales,
passive
foreign
investment
company
shares,
foreign
capital
gains
tax
and
corporate
actions.
aa
Value
at
Beginning
of
Year
Purchases
Sales
Realized
Gain
(Loss)
Net
Change
in
Unrealized
Appreciation
(Depreciation)
Value
at
End
of
Year
Number
of
Shares
Held
at
End
of
Year
Investment
Income
a
a
a
a
a
a
a
a
Templeton
Emerging
Markets
Fund
Non-Controlled
Affiliates
Dividends
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
4.982%
$16,401,348
$36,952,261
$(40,295,775)
$—
$—
$13,057,834
13,057,834
$441,974
Non-Controlled
Affiliates
Income
from
securities
loaned
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
4.982%
$—
$842,345
$(842,345)
$—
$—
$—
—
$852
Total
Affiliated
Securities
...
$16,401,348
$37,794,606
$(41,138,120)
$—
$—
$13,057,834
$442,826
2024
2023
Distributions
paid
from:
Ordinary
income
..........................................................
$11,273,471
$11,117,854
Long
term
capital
gain
......................................................
—
6,635,125
$11,273,471
$17,752,979
Cost
of
investments
..........................................................................
$185,257,236
Unrealized
appreciation
........................................................................
$80,825,763
Unrealized
depreciation
........................................................................
(33,186,781)
Net
unrealized
appreciation
(depreciation)
..........................................................
$47,638,982
Distributable
earnings:
Undistributed
ordinary
income
...................................................................
$2,816,050
Undistributed
long
term
capital
gains
..............................................................
4,897,680
Total
distributable
earnings
.....................................................................
$7,713,730
3
.
Transactions
with
Affiliates
(continued)
c.
Investments
in
Affiliated
Management
Investment
Companies
(continued)
Templeton
Emerging
Markets
Fund
Notes
to
Financial
Statements
5.
Investment
Transactions
Purchases
and
sales
of
investments (excluding
short
term
securities) for
the
year
ended
August
31,
2024,
aggregated
$40,146,092 and
$54,642,977,
respectively.
6.
Concentration
of
Risk
Investing
in
foreign
securities
may
include
certain
risks
and
considerations
not
typically
associated
with
investing
in
U.S.
securities,
such
as
fluctuating
currency
values
and
changing
local,
regional
and
global
economic,
political
and
social
conditions,
which
may
result
in
greater
market
volatility.
Political
and
financial
uncertainty
in
many
foreign
regions
may
increase
market
volatility
and
the
economic
risk
of
investing
in
foreign
securities.
In
addition,
certain
foreign
securities
may
not
be
as
liquid
as
U.S.
securities.
Certain
investments
in
Chinese
companies
are
made
through
a
special
structure
known
as
a
VIE.
In
a
VIE
structure,
foreign
investors,
such
as
the
Fund,
will
only
own
stock
in
a
shell
company
rather
than
directly
in
the
VIE,
which
must
be
owned
by
Chinese
nationals
(and/or
Chinese
companies)
to
obtain
the
licenses
and/or
assets
required
to
operate
in
a
restricted
or
prohibited
sector
in
China.
The
value
of
the
shell
company
is
derived
from
its
ability
to
consolidate
the
VIE
into
its
financials
pursuant
to
contractual
arrangements
that
allow
the
shell
company
to
exert
a
degree
of
control
over,
and
obtain
economic
benefits
arising
from,
the
VIE
without
formal
legal
ownership.
While
VIEs
are
a
longstanding
industry
practice
and
are
well
known
by
Chinese
officials
and
regulators,
the
structure
historically
has
not
been
formally
recognized
under
Chinese
law
and
it
is
uncertain
whether
Chinese
officials
or
regulators
will
withdraw
their
implicit
acceptance
of
the
structure.
It
is
also
uncertain
whether
the
contractual
arrangements,
which
may
be
subject
to
conflicts
of
interest
between
the
legal
owners
of
the
VIE
and
foreign
investors,
would
be
enforced
by
Chinese
courts
or
arbitration
bodies.
Prohibitions
of
these
structures
by
the
Chinese
government,
or
the
inability
to
enforce
such
contracts,
from
which
the
shell
company
derives
its
value,
would
likely
cause
the
VIE-structured
holding(s)
to
suffer
significant,
detrimental,
and
possibly
permanent
losses,
and
in
turn,
adversely
affect
the
Fund’s
returns
and
net
asset
value.
Russia’s
military
invasion
of
Ukraine
in
February
2022,
the
resulting
responses
by
the
United
States
and
other
countries,
and
the
potential
for
wider
conflict
could
increase
volatility
and
uncertainty
in
the
financial
markets
and
adversely
affect
regional
and
global
economies.
The
United
States
and
other
countries
have
imposed
broad-ranging
economic
sanctions
on
Russia
and
certain
Russian
individuals,
banking
entities
and
corporations
as
a
response
to
its
invasion
of
Ukraine.
The
United
States
and
other
countries
have
also
imposed
economic
sanctions
on
Belarus
and
may
impose
sanctions
on
other
countries
that
support
Russia’s
military
invasion.
These
sanctions,
as
well
as
any
other
economic
consequences
related
to
the
invasion,
such
as
additional
sanctions,
boycotts
or
changes
in
consumer
or
purchaser
preferences
or
cyberattacks
on
governments,
companies
or
individuals,
may
further
decrease
the
value
and
liquidity
of
certain
Russian
securities
and
securities
of
issuers
in
other
countries
that
are
subject
to
economic
sanctions
related
to
the
invasion.
To
the
extent
that
the
Fund
has
exposure
to
Russian
investments
or
investments
in
countries
affected
by
the
invasion,
the
Fund’s
ability
to
price,
buy,
sell,
receive
or
deliver
such
investments was
impaired.
The
Fund
could
determine
at
any
time
that
certain
of
the
most
affected
securities
have
little
or
no
value.
In
addition,
any
exposure
that
the
Fund
may
have
to
counterparties
in
Russia
or
in
countries
affected
by
the
invasion
could
negatively
impact
the
Fund’s
portfolio.
The
extent
and
duration
of
Russia’s
military
actions
and
the
repercussions
of
such
actions
(including
any
retaliatory
actions
or
countermeasures
that
may
be
taken
by
those
subject
to
sanctions)
are
impossible
to
predict,
but
could
result
in
significant
market
disruptions,
including
in
the
oil
and
natural
gas
markets,
and
may
negatively
affect
global
supply
chains,
inflation
and
global
growth.
These
and
any
related
events
could
significantly
impact
the
Fund’s
performance
and
the
value
of
an
investment
in
the
Fund,
even
beyond
any
direct
exposure
the
Fund
may
have
to
Russian
issuers
or
issuers
in
other
countries
affected
by
the
invasion.
The
Valuation
Committee
determined
that
based
on
their
analysis
of
the
market
and
access
to
market
participants,
the
Russian
financial
instruments
held
by
the Fund
had
little
or
no
value
at
August
31,
2024.
Templeton
Emerging
Markets
Fund
Notes
to
Financial
Statements
7.
Credit
Facility
The
Fund
participates
in
a
senior
secured
revolving
credit
facility
agreement
(Credit
Facility)
with
The
Bank
of
Nova
Scotia
(BNS)
pursuant
to
which
the
Fund
may
borrow
up
to
a
maximum
commitment
amount
of
$20
million.
The
Credit
Facility
provides
a
source
of
funds
to
the
Fund
to
purchase
additional
investments
as
part
of
its
investment
strategy.
Effective
January
12,
2024,
the
Fund
renewed
the
Credit
Facility
for
$20
million,
which
was
a
decrease
from
the
previous
$25
million,
for
a
one-
year
term,
maturing
on
January
10,
2025.
Under
the
terms
of
the
Credit
Facility,
the
Fund
shall,
in
addition
to
interest
charged
on
any
borrowings
made
by
the
Fund
at
the
applicable
rate,
pay
an
annual
commitment
fee
of
0.25%
based
on
the
unused
portion
of
the
Credit
Facility
or
0.15%
whenever
the
outstanding
borrowings
exceed
75%
of
the
commitment
amount.
As
security
for
the
obligations
of
the
Fund
under
the
Credit
Facility,
the
Fund
has
granted
to
BNS
a
security
interest
in
the
assets
of
the
Fund.
At
August
31,
2024,
the
Fund
had
outstanding
borrowings
of
$5,000,000,
which
approximates
fair
value,
and
incurred
interest
expenses
at
a
rate
equal
to
the
term
Secured
Overnight
Financing
Rate
plus
1.00%.
The
borrowings
are
categorized
as
Level
2
within
the
fair
value
hierarchy.
The
average
borrowings
and
the
average
interest
rate
for
the
days
with
outstanding
borrowings
during
the year
ended
August
31,
2024,
were $5,286,885
and
6.48%,
respectively.
8. Fair
Value
Measurements
The
Fund
follows
a
fair
value
hierarchy
that
distinguishes
between
market
data
obtained
from
independent
sources
(observable
inputs)
and
the Fund's
own
market
assumptions
(unobservable
inputs).
These
inputs
are
used
in
determining
the
value
of
the
Fund's financial
instruments
and
are
summarized
in
the
following
fair
value
hierarchy:
Level
1
–
quoted
prices
in
active
markets
for
identical
financial
instruments
Level
2
–
other
significant
observable
inputs
(including
quoted
prices
for
similar
financial
instruments,
interest
rates,
prepayment
speed,
credit
risk,
etc.)
Level
3
–
significant
unobservable
inputs
(including
the
Fund's
own
assumptions
in
determining
the
fair
value
of
financial
instruments)
The
input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level.
A
summary
of
inputs
used
as
of August
31,
2024,
in
valuing
the
Fund's
assets
carried
at
fair
value,
is
as
follows:
Level
1
Level
2
Level
3
Total
Templeton
Emerging
Markets
Fund
Assets:
Investments
in
Securities:
Common
Stocks
:
Brazil
................................
$
4,861,070
$
—
$
—
$
4,861,070
Cambodia
............................
—
315,984
—
315,984
Chile
................................
2,129,779
—
—
2,129,779
China
...............................
5,202,175
44,769,250
—
49,971,425
Hong
Kong
...........................
—
4,436,237
—
4,436,237
Hungary
.............................
2,852,889
—
—
2,852,889
India
................................
—
27,693,817
—
27,693,817
Indonesia
............................
—
1,253,914
—
1,253,914
Italy
.................................
—
477,162
—
477,162
Mexico
..............................
3,880,439
—
—
3,880,439
Peru
................................
902,995
—
—
902,995
Philippines
............................
—
1,015,772
—
1,015,772
Russia
...............................
—
—
—
a
—
Templeton
Emerging
Markets
Fund
Notes
to
Financial
Statements
A
reconciliation
in
which
Level
3
inputs
are
used
in
determining
fair
value
is
presented
when
there
are
significant
Level
3
assets
and/or
liabilities
at
the
beginning
and/or
end
of
the year.
9.
Subsequent
Events
The
Fund
has
evaluated
subsequent
events
through
the
issuance
of
the
financial
statements
and
determined
that
no
events
have
occurred
that
require
disclosure.
Abbreviations
Level
1
Level
2
Level
3
Total
Templeton
Emerging
Markets
Fund
(continued)
Assets:
(continued)
Investments
in
Securities:
Common
Stocks:
South
Africa
...........................
$
—
$
4,616,069
$
—
$
4,616,069
South
Korea
..........................
—
43,137,370
—
43,137,370
Taiwan
...............................
—
41,785,331
—
41,785,331
Thailand
.............................
—
6,669,936
—
6,669,936
United
Arab
Emirates
....................
1,852,879
—
—
1,852,879
United
States
..........................
7,935,401
—
—
7,935,401
Preferred
Stocks
........................
14,049,915
—
—
14,049,915
Escrows
and
Litigation
Trusts
...............
—
—
—
a
—
Short
Term
Investments
...................
13,057,834
—
—
13,057,834
Total
Investments
in
Securities
...........
$56,725,376
$176,170,842
b
$—
$232,896,218
a
Includes
financial
instruments
determined
to
have
no
value.
b
Includes
foreign
securities
valued
at
$176,170,842,
which
were
categorized
as
Level
2
as
a
result
of
the
application
of
market
level
fair
value
procedures.
See
the
Financial
Instrument
Valuation
note
for
more
information.
Selected
Portfolio
ADR
American
Depositary
Receipt
8. Fair
Value
Measurements
(continued)
Templeton
Emerging
Markets
Fund
Report
of
Independent
Registered
Public
Accounting
Firm
To
the
Board
of
Trustees
and
Shareholders
of
Templeton
Emerging
Markets
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
schedule
of
investments,
of
Templeton
Emerging
Markets
Fund
(the
"Fund")
as
of
August
31,
2024,
the
related
statement
of
operations
for
the
year
ended
August
31,
2024,
the
statements
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
ended
August
31,
2024,
including
the
related
notes,
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
August
31,
2024
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
August
31,
2024,
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
two
years
in
the
period
ended
August
31,
2024
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
August
31,
2024
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
of
these
financial
statements
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
August
31,
2024
by
correspondence
with
the
custodians,
transfer
agent
and
brokers;
when
replies
were
not
received
from
custodian,
we
performed
other
auditing
procedures.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
/s/PricewaterhouseCoopers
LLP
San
Francisco,
California
October
22,
2024
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
Franklin
Templeton
Group
of
Funds
since
1948.
Templeton
Emerging
Markets
Fund
Tax
Information
(unaudited)
By
mid-February,
tax
information
related
to
a
shareholder's
proportionate
share
of
distributions
paid
during
the
preceding
calendar
year
will
be
received,
if
applicable.
Please
also
refer
to
www.franklintempleton.com
for
per
share
tax
information
related
to
any
distributions
paid
during
the
preceding
calendar
year.
Shareholders
are
advised
to
consult
with
their
tax
advisors
for
further
information
on
the
treatment
of
these
amounts
on
their
tax
returns.
The
following
tax
information
for
the
Fund
is
required
to
be
furnished
to
shareholders
with
respect
to
income
earned
and
distributions
paid
during
its
fiscal
year.
The
Fund
hereby
reports
the
following
amounts,
or
if
subsequently
determined
to
be
different,
the
maximum
allowable
amounts,
for
the
fiscal
year
ended
August
31,
2024:
Under
Section
853
of
the
Internal
Revenue
Code,
the
Fund
intends
to
elect
to
pass
through
to
its
shareholders
the
following
amounts,
or
amounts
as
finally
determined,
of
foreign
taxes
paid
and
foreign
source
income
earned
by
the
Fund
during
the
fiscal
year
ended
August
31,
2024
:
Pursuant
to:
Amount
Reported
Income
Eligible
for
Dividends
Received
Deduction
(DRD)
§854(b)(1)(A)
$54,179
Qualified
Dividend
Income
Earned
(QDI)
§854(b)(1)(B)
$2,841,799
Section
163(j)
Interest
Earned
§163(j)
$432,767
Amount
Reported
Foreign
Taxes
Paid
$1,289,734
Foreign
Source
Income
Earned
$4,695,463
Templeton
Emerging
Markets
Fund
Important
Information
to
Shareholders
Share
Repurchase
Program
The
Fund’s
Board
previously
authorized
the
Fund
to
repurchase
up
to
10%
of
the
Fund’s
outstanding
shares
in
open-market
transactions,
at
the
discretion
of
management.
This
authorization
remains
in
effect.
In
exercising
its
discretion
consistent
with
its
portfolio
management
responsibilities,
the
investment
manager
will
take
into
account
various
other
factors,
including,
but
not
limited
to,
the
level
of
the
discount,
the
Fund’s
performance,
portfolio
holdings,
dividend
history,
market
conditions,
cash
on
hand,
the
availability
of
other
attractive
investments
and
whether
the
sale
of
certain
portfolio
securities
would
be
undesirable
because
of
liquidity
concerns
or
because
the
sale
might
subject
the
Fund
to
adverse
tax
consequences.
Any
repurchases
would
be
made
on
a
national
securities
exchange
at
the
prevailing
market
price,
subject
to
exchange
requirements,
Federal
securities
laws
and
rules
that
restrict
repurchases,
and
the
terms
of
any
outstanding
leverage
or
borrowing
of
the
Fund.
If
and
when
the
Fund’s
10%
threshold
is
reached,
no
further
repurchases
could
be
completed
until
authorized
by
the
Board.
Until
the
10%
threshold
is
reached,
Fund
management
will
have
the
flexibility
to
conduct
share
repurchases
if
and
when
it
is
determined
to
be
appropriate
in
light
of
prevailing
circumstances.
In
the
Notes
to
Financial
Statements
section,
please
see
note
2
(Shares
of
Beneficial
Interest)
for
additional
information
regarding
shares
repurchased.
Approval
of
Renewed
Borrowing
Arrangements
The
Fund
is
a
party
to
a
committed,
senior,
secured
revolving
credit
facility
(“Existing
Credit
Facility”)
with
The
Bank
of
Nova
Scotia,
which
matured
on
January
12,
2024.
Effective
January
12,
2024,
the
Fund
renewed
the
Existing
Credit
Facility
for
an
additional
364-day
term
(“Credit
Facility
Renewal”),
maturing
on
January
10,
2025.
The
terms
of
the
Credit
Facility
Renewal
are
substantially
the
same
as
the
terms
of
the
Existing
Credit
Facility,
except
the
amount
of
the
commitment
of
the
Credit
Facility
Renewal
was
reduced
from
$25
million
to
$20
million.
Please
see
Note
7
for
additional
details.
The
purpose
of
the
Credit
Facility
Renewal
is
to
provide
the
Fund
with
a
continuing
source
of
funds
to
purchase
additional
investments
and
pursue
certain
investment
strategies.
Given
the
permanent
capital
structure
and
the
absence
of
daily
liquidity
requirements,
the
investment
manager
believes
the
Fund's
closed-end
fund
structure
is
particularly
well-suited
for
leverage.
Information
About
the
Fund’s
Goal
and
Main
Investments,
Principal
Investment
Strategy,
and
Principal
Risks
Your
Fund’s
Goal
and
Main
Investments
The
Fund
seeks
long-term
capital
appreciation
by
investing,
under
normal
market
conditions,
at
least
80%
of
its
net
assets
in
emerging
market
companies,
including
common
and
preferred
stock,
and
common
stock
purchase
warrants.
Principal
Investment
Strategy
Under
normal
market
conditions,
the
Fund
invests
at
least
80%
of
its
net
assets
in
securities
of
companies
located
or
operating
in
“emerging
market
countries.”
Emerging
market
countries
include
those
currently
considered
to
be
emerging
or
developing
by
the
United
Nations
or
the
countries’
authorities
or
by
S&P
Dow
Jones,
Morgan
Stanley
Capital
International
or
Russell
index
providers.
The
Fund
considers
frontier
markets
to
be
a
subset
of
emerging
markets
and
any
investments
in
frontier
markets
will
be
counted
toward
the
Fund’s
80%
investment
policy.
These
countries
typically
are
located
in
the
Asia-Pacific
region
(including
Hong
Kong),
Eastern
Europe,
Central
and
South
America,
the
Middle
East
and
Africa.
The
Fund
invests
primarily
in
the
equity
securities
of
emerging
market
companies,
principally
common
and
preferred
stocks.
The
Fund
invests
primarily
in
the
equity
securities
(principally
common
and
preferred
stocks
and
American,
Global
and
European
Depositary
Receipts)
of
developing
market
companies.
For
purposes
of
the
Fund’s
investments,
emerging
market
companies
are
those:
(1)
whose
principal
securities
trading
markets
are
in
emerging
market
countries;
or
(2)
that
derive
50%
or
more
of
their
total
revenue
or
profit
from
either
goods
or
services
produced
or
sales
made
in
emerging
market
countries,
or;
(3)
that
have
50%
or
more
of
their
assets
in
emerging
market
countries,
or;
(4)
that
are
linked
to
currencies
of
emerging
market
countries,
or;
(5)
that
are
organized
under
the
laws
of,
or
with
principal
offices
in,
emerging
market
countries.
The
Fund’s
investments
in
equity
securities
may
include
investments
in
the
securities
of
companies
of
any
capitalization,
including
small
and
mid
capitalization
Templeton
Emerging
Markets
Fund
Important
Information
to
Shareholders
companies.
The
Fund
also
invests
in
American,
Global,
and
European
Depositary
Receipts.
The
Fund,
from
time
to
time,
may
have
significant
investments
in
one
or
more
countries,
such
as
China
or
South
Korea,
or
in
particular
industries
or
sectors,
based
on
economic
conditions.
Investments
in
Chinese
companies
also
may
be
made
through
a
special
structure
known
as
a
variable
interest
entity
(VIE)
that
is
designed
to
provide
foreign
investors
with
exposure
to
Chinese
companies
that
operate
in
certain
sectors
in
which
China
restricts
or
prohibits
foreign
investments.
In
addition
to
the
Fund’s
main
investments,
the
Fund
may
invest
up
to
20%
of
its
net
assets
in
the
securities
of
issuers
in
developed
market
countries.
When
choosing
equity
investments
for
the
Fund,
the
investment
manager
applies
a
fundamental,
research-driven,
long-term
approach,
focusing
on
companies
with
sustainable
earnings
power
that
are
trading
at
a
discount
to
intrinsic
worth.
In
assessing
individual
investment
opportunities,
the
investment
manager
also
considers
a
variety
of
factors,
including
a
company’s
profit
and
loss
outlook,
balance
sheet
strength,
cash
flow
trends
and
asset
value
in
relation
to
the
current
price
of
the
company’s
securities,
as
well
as
material
environmental,
social
and
governance
(ESG)
factors
throughout
the
investment
process,
including
the
Fund's
security-selection
and
portfolio
construction
process.
In
analyzing
ESG
factors,
the
investment
manager
conducts
a
materiality-based
ESG
assessment
through
both
in-depth
research
and
engagement
with
companies
as
appropriate
to
assess
how
a
company's
practices
are
aimed
at
improving
or
maintaining
the
ESG
footprint
of
its
operating
model.
The
following
provides
examples
of
ESG
elements
that
may
be
taken
into
consideration
when
assessing
a
company:
Environmental
considerations,
which
can
include
issues
such
as
resource
efficiency,
carbon
emissions
management,
waste
prevention
and
recycling
and
pollution
prevention
and
control.
Social
considerations,
which
can
include
issues
such
as
labor
standards,
fair
wages,
diversity
and
gender
balance,
health
and
safety
practices
and
product
safety.
Governance
considerations,
which
can
include
issues
such
as
appropriate
accounting
practices,
alignment
of
interests,
board
effectiveness,
capital
allocation,
shareholder
rights
and
quality
of
disclosures.
The
investment
manager’s
assessment
of
an
issuer
may
differ
from
that
of
other
funds
or
an
investor’s
assessment
of
such
issuer.
As
a
result,
securities
selected
by
the
investment
manager
may
not
reflect
the
beliefs
and
values
of
any
particular
investor.
ESG
factors
are
often
not
uniformly
measured
or
defined,
which
could
impact
the
investment
manager’s
ability
to
assess
an
issuer.
The
Fund
may
underperform
other
funds
that
do
not
consider
an
issuer’s
ESG
factors
or
that
use
a
different
methodology
to
identify
and/or
incorporate
ESG
factors.
The
Fund
is
a
“non-diversified”
fund,
which
means
it
generally
invests
a
greater
portion
of
its
assets
in
the
securities
of
one
or
more
issuers
and
invests
overall
in
a
smaller
number
of
issuers
than
a
diversified
fund.
In
addition,
for
temporary
defensive
purposes,
the
Fund
may
invest
less
than
80%
of
its
assets
in
emerging
market
country
equity
securities.
Securities
in
which
the
Fund
may
invest
include
illiquid
securities
(i.e.,
any
investment
that
the
Fund
reasonably
expects
cannot
be
sold
or
disposed
of
in
current
market
conditions
in
seven
calendar
days
or
less
without
the
sale
or
disposition
significantly
changing
the
market
value
of
the
investment)
and
those
that
are
neither
listed
on
a
stock
exchange
nor
traded
over-the-counter.
The
Fund
generally
does
not
intend
to
invest
more
than
15%
of
its
total
assets
in
illiquid
securities,
including
non-publicly
traded
securities,
together
with
securities
which
cannot
be
readily
resold
because
of
legal
or
contractual
restrictions
or
which
are
otherwise
not
generally
marketable
(including
repurchase
agreements
having
more
than
seven
days
remaining
to
maturity).
The
Fund
may
invest
in
eligible
China
A
shares.
China
A
shares
can
be
accessed
through
the
Stock
Connect
program,
which
covers
securities
listed
and
traded
on
the
Shanghai
Stock
Exchange
through
the
Shanghai-Hong
Kong
Stock
Connect
program,
as
well
as
securities
listed
and
traded
on
the
Shenzhen
Stock
Exchange
through
the
Shenzhen-Hong
Kong
Stock
Connect
program.
China
A
shares
can
also
be
accessed
through
other
means,
including
Qualified
Foreign
Institutional
Investor
regime
(QFII).
The
Fund
may
invest
its
uninvested
cash
balances
in
affiliated
Franklin
Templeton
money
market
funds.
Additionally,
the
Fund
invests
in
one
or
more
affiliated
Templeton
Emerging
Markets
Fund
Important
Information
to
Shareholders
management
investment
companies
for
purposes
other
than
exercising
a
controlling
influence
over
the
management
or
policies.
The
Fund
may
invest
up
to
10%
of
its
total
assets
in
shares
of
exchange-traded
funds
(ETFs)
for
the
purpose
of
short-
term
cash
management.
In
trying
to
achieve
its
investment
goals,
the
Fund
may
invest
up
to
10%
of
its
net
assets
in
participatory
notes.
The
Fund
intends
to
purchase
and
hold
securities
for
long-
term
capital
appreciation
and
does
not
expect
to
trade
for
short-term
gain.
The
Fund
employs
leverage
through
the
use
of
a
senior
secured
revolving
credit
facility
which
provides
the
Fund
with
a
continuing
source
of
funds
to
purchase
additional
investments
in
the
ordinary
course
of
business
and
pursue
certain
investment
strategies
[
See
the
Notes
to
Financial
Statements
for
further
information
].
Principal
Investment
Risks
You
could
lose
money
by
investing
in
the
Fund.
Closed-end
fund
shares
are
not
deposits
or
obligations
of,
or
guaranteed
or
endorsed
by,
any
bank,
and
are
not
insured
by
the
Federal
Deposit
Insurance
Corporation,
the
Federal
Reserve
Board,
or
any
other
agency
of
the
U.S.
government.
Foreign
Securities
(non-U.S.)
Investing
in
foreign
securities
typically
involves
more
risks
than
investing
in
U.S.
securities,
and
includes
risks
associated
with:
(i)
internal
and
external
political
and
economic
developments
–
e.g.,
the
political,
economic
and
social
policies
and
structures
of
some
foreign
countries
may
be
less
stable
and
more
volatile
than
those
in
the
U.S.
or
some
foreign
countries
may
be
subject
to
trading
restrictions
or
economic
sanctions;
diplomatic
and
political
developments
could
affect
the
economies,
industries,
and
securities
and
currency
markets
of
the
countries
in
which
the
Fund
is
invested,
which
can
include
rapid
and
adverse
political
changes;
social
instability;
regional
conflicts;
sanctions
imposed
by
the
United
States,
other
nations
or
other
governmental
entities,
including
supranational
entities;
terrorism;
and
war;
(ii)
trading
practices
–
e.g.,
government
supervision
and
regulation
of
foreign
securities
and
currency
markets,
trading
systems
and
brokers
may
be
less
than
in
the
U.S.;
(iii)
availability
of
information
–
e.g.,
foreign
issuers
may
not
be
subject
to
the
same
disclosure,
accounting
and
financial
reporting
standards
and
practices
as
U.S.
issuers;
(iv)
limited
markets
–
e.g.,
the
securities
of
certain
foreign
issuers
may
be
less
liquid
(harder
to
sell)
and
more
volatile;
and
(v)
currency
exchange
rate
fluctuations
and
policies
–
e.g.,
fluctuations
may
negatively
affect
investments
denominated
in
foreign
currencies
and
any
income
received
or
expenses
paid
by
the
Fund
in
that
foreign
currency.
The
risks
of
foreign
investments
may
be
greater
in
developing
or
emerging
market
countries.
There
are
special
risks
associated
with
investments
in
China,
including
expropriation,
confiscatory
taxation,
nationalization
and
exchange
control
regulations
(including
currency
blockage).
Heightened
geopolitical
risks
and
adverse
Government
policies
can
have
an
impact
on
Chinese
companies.
In
addition,
investments
in
Taiwan
and
Hong
Kong
(Greater
China)
could
be
adversely
affected
by
its
political
and
economic
relationship
with
China.
Chinese
companies
with
securities
listed
on
U.S.
securities
exchanges,
including
those
that
utilize
VIE
structures,
may
be
delisted
if
they
do
not
meet
U.S.
accounting
standards
and
auditor
oversight
requirements,
which
could
significantly
decrease
the
liquidity
and
value
of
such
investments.
In
addition,
the
standards
for
environmental,
social
and
corporate
governance
matters
in
Greater
China
tend
to
be
lower
than
such
standards
in
more
developed
economies.
There
may
be
significant
obstacles
to
obtaining
information
necessary
for
investigations
into
or
litigation
against
companies
located
in
or
operating
in
China
and
shareholders
may
have
limited
legal
remedies.
Trade
disputes
and
the
imposition
of
tariffs
on
goods
and
services
can
affect
the
economies
of
countries
in
which
the
Fund
invests,
particularly
those
countries
with
large
export
sectors,
as
well
as
the
global
economy.
Trade
disputes
can
result
in
increased
costs
of
production
and
reduced
profitability
for
non-export-dependent
companies
that
rely
on
imports
to
the
extent
a
country
engages
in
retaliatory
tariffs.
Trade
disputes
may
also
lead
to
increased
currency
exchange
rate
volatility.
Certain
investments
in
Chinese
companies
are
made
through
a
special
structure
known
as
a
VIE.
In
a
VIE
structure,
foreign
investors,
such
as
the
Fund,
will
only
own
stock
in
a
shell
company
rather
than
directly
in
the
VIE,
which
must
be
owned
by
Chinese
nationals
(and/or
Chinese
companies)
to
obtain
the
licenses
and/or
assets
required
to
operate
in
a
restricted
or
prohibited
sector
in
China.
The
value
of
the
shell
company
is
derived
from
its
Templeton
Emerging
Markets
Fund
Important
Information
to
Shareholders
ability
to
consolidate
the
VIE
into
its
financials
pursuant
to
contractual
arrangements
that
allow
the
shell
company
to
exert
a
degree
of
control
over,
and
obtain
economic
benefits
arising
from,
the
VIE
without
formal
legal
ownership.
While
VIEs
are
a
longstanding
industry
practice
and
are
well
known
by
Chinese
officials
and
regulators,
the
structure
historically
has
not
been
formally
recognized
under
Chinese
law
and
it
is
uncertain
whether
Chinese
officials
or
regulators
will
withdraw
their
acceptance
of
the
structure.
It
is
also
uncertain
whether
the
contractual
arrangements,
which
may
be
subject
to
conflicts
of
interest
between
the
legal
owners
of
the
VIE
and
foreign
investors,
would
be
enforced
by
Chinese
courts
or
arbitration
bodies.
Prohibitions
of
these
structures
by
the
Chinese
government,
or
the
inability
to
enforce
such
contracts,
from
which
the
shell
company
derives
its
value,
would
likely
cause
the
VIE-structured
holding(s)
to
suffer
significant,
detrimental,
and
possibly
permanent
losses,
and
in
turn,
adversely
affect
the
Fund’s
returns
and
net
asset
value.
Investments
in
South
Korean
issuers
may
subject
the
Fund
to
legal,
regulatory,
political,
currency,
security,
and
economic
risks
that
are
specific
to
South
Korea.
In
addition,
economic
and
political
developments
of
South
Korea's
neighbors
or
potential
hostilities
with
North
Korea
may
have
an
adverse
effect
on
the
South
Korean
economy.
Emerging
Market
Countries
The
Fund’s
investments
in
securities
of
issuers
in
emerging
market
countries
are
subject
to
all
of
the
risks
of
foreign
investing
generally,
and
have
additional
heightened
risks
due
to
a
lack
of
established
legal,
political,
business
and
social
frameworks
to
support
securities
markets,
including:
delays
in
settling
portfolio
securities
transactions;
currency
and
capital
controls;
greater
sensitivity
to
interest
rate
changes;
pervasiveness
of
corruption
and
crime;
currency
exchange
rate
volatility;
and
inflation,
deflation
or
currency
devaluation.
The
risks
of
investing
in
traditional
emerging
markets
are
magnified
in
frontier
markets
countries
(which
are
a
subset
of
emerging
markets
countries)
because
they
generally
have
smaller
economies
and
less
developed
capital
markets
than
in
traditional
emerging
markets.
Frontier
Market
Countries
Frontier
market
countries,
which
are
a
subset
of
emerging
market
countries,
generally
have
smaller
economies
and
even
less
developed
capital
markets
than
traditional
emerging
markets,
and,
as
a
result,
the
risks
of
investing
in
emerging
market
countries
are
magnified
in
frontier
market
countries.
The
magnification
of
risks
are
the
result
of:
potential
for
extreme
price
volatility
and
illiquidity
in
frontier
markets;
government
ownership
or
control
of
parts
of
private
sector
and
of
certain
companies;
trade
barriers,
exchange
controls,
managed
adjustments
in
relative
currency
values
and
other
protectionist
measures
imposed
or
negotiated
by
the
countries
with
which
frontier
market
countries
trade;
and
the
relatively
new
and
unsettled
securities
laws
in
many
frontier
market
countries.
Market
The
market
values
of
securities
or
other
investments
owned
by
the
Fund
will
go
up
or
down,
sometimes
rapidly
or
unpredictably.
The
market
value
of
a
security
or
other
investment
may
be
reduced
by
market
activity
or
other
results
of
supply
and
demand
unrelated
to
the
issuer.
This
is
a
basic
risk
associated
with
all
investments.
When
there
are
more
sellers
than
buyers,
prices
tend
to
fall.
Likewise,
when
there
are
more
buyers
than
sellers,
prices
tend
to
rise.
The
global
outbreak
of
the
novel
strain
of
coronavirus,
COVID-19
and
its
subsequent
variants,
has
resulted
in
market
closures
and
dislocations,
extreme
volatility,
liquidity
constraints
and
increased
trading
costs.
The
long-term
impact
on
economies,
markets,
industries
and
individual
issuers,
is
not
known.
Some
sectors
of
the
economy
and
individual
issuers
have
experienced
or
may
experience
particularly
large
losses.
Periods
of
extreme
volatility
in
the
financial
markets;
reduced
liquidity
of
many
instruments;
and
disruptions
to
supply
chains,
consumer
demand
and
employee
availability,
may
continue
for
some
time.
Stock
prices
tend
to
go
up
and
down
more
dramatically
than
those
of
debt
securities.
A
slower-growth
or
recessionary
economic
environment
could
have
an
adverse
effect
on
the
prices
of
the
various
stocks
held
by
the
Fund.
Leverage
The
Fund
employs
leverage
through
the
use
of
a
senior
secured
revolving
credit
facility
which
provides
the
Fund
with
a
continuing
source
of
funds
to
purchase
additional
investments
in
the
ordinary
course
of
business
and
pursue
certain
investment
strategies.
The
Fund’s
use
of
leverage
creates
the
opportunity
for
increased
returns
in
the
Fund,
but
it
also
creates
special
risks.
To
the
extent
used,
there
is
no
assurance
that
the
Fund’s
leveraging
strategies
will
Templeton
Emerging
Markets
Fund
Important
Information
to
Shareholders
be
successful.
Leverage
is
a
speculative
technique
that
may
expose
the
Fund
to
greater
risk
and
increased
costs.
Leverage
tends
to
magnify,
sometimes
significantly,
the
effect
of
any
increase
or
decrease
in
the
Fund’s
exposure
to
an
asset
or
class
of
assets
and
may
cause
the
Fund’s
NAV
per
share
to
be
volatile.
Non-Diversification
Because
the
Fund
is
non-diversified,
it
may
be
more
sensitive
to
economic,
business,
political
or
other
changes
affecting
individual
issuers
or
investments
than
a
diversified
fund,
which
may
result
in
greater
fluctuation
in
the
value
of
the
Fund’s
shares
and
greater
risk
of
loss.
Value
Style
Investing
A
value
stock
may
not
increase
in
price
as
anticipated
by
the
investment
manager
if
other
investors
fail
to
recognize
the
company's
value
and
bid
up
the
price,
the
markets
favor
faster-growing
companies,
or
the
factors
that
the
investment
manager
believes
will
increase
the
price
of
the
security
do
not
occur
or
do
not
have
the
anticipated
effect
.
Management
The
Fund
is
subject
to
management
risk
because
it
is
an
actively
managed
investment
portfolio.
The
Fund's
investment
manager
applies
investment
techniques
and
risk
analyses
in
making
investment
decisions
for
the
Fund,
but
there
can
be
no
guarantee
that
these
decisions
will
produce
the
desired
results
.
Focus
To
the
extent
that
the
Fund
focuses
on
particular
countries,
regions,
industries,
sectors
or
types
of
investments
from
time
to
time,
the
Fund
may
be
subject
to
greater
risks
of
adverse
developments
in
such
areas
of
focus
than
a
fund
that
invests
in
a
wider
variety
of
countries,
regions,
industries,
sectors
or
investments.
Information
technology
companies
Companies
operating
within
information
technology
related
industries
may
be
affected
by
worldwide
technological
developments,
the
success
of
their
products
and
services
(which
may
be
outdated
quickly),
anticipated
products
or
services
that
are
delayed
or
cancelled,
and
investor
perception
of
the
company
and/or
its
products
or
services.
These
companies
typically
face
intense
competition
and
potentially
rapid
product
obsolescence.
They
may
also
have
limited
product
lines,
markets,
financial
resources
or
personnel.
Technology
companies
are
also
heavily
dependent
on
intellectual
property
rights
and
may
be
adversely
affected
by
loss
or
impairment
of
those
rights.
There
can
be
no
assurance
these
companies
will
be
able
to
successfully
protect
their
intellectual
property
to
prevent
the
misappropriation
of
their
technology,
or
that
competitors
will
not
develop
technology
that
is
substantially
similar
or
superior
to
such
companies’
technology.
These
companies
typically
engage
in
significant
amounts
of
spending
on
research
and
development,
and
there
is
no
guarantee
that
the
products
or
services
produced
by
these
companies
will
be
successful.
Technology
companies
are
also
potential
targets
for
cyberattacks,
which
can
have
a
materially
adverse
impact
on
the
performance
of
these
companies.
The
customers
and/or
suppliers
of
technology
companies
may
be
concentrated
in
a
particular
country,
region
or
industry.
Any
adverse
event
affecting
one
of
these
countries,
regions
or
industries
could
have
a
negative
impact
on
these
companies
.
Financial
services
companies
Financial
services
companies
are
subject
to
extensive
government
regulation
that
may
affect
their
profitability
in
many
ways,
including
by
limiting
the
amount
and
types
of
loans
and
other
commitments
they
can
make,
and
the
interest
rates
and
fees
they
can
charge.
A
financial
services
company's
profitability,
and
therefore
its
stock
prices,
is
especially
sensitive
to
interest
rate
changes
as
well
as
the
ability
of
borrowers
to
repay
their
loans.
Changing
regulations,
continuing
consolidations,
and
development
of
new
products
and
structures
all
are
likely
to
have
a
significant
impact
on
financial
services
companies.
China
A
Shares
Trading
through
Stock
Connect
is
subject
to
a
number
of
restrictions
that
may
affect
the
Fund’s
investments
and
returns.
For
example,
investors
in
Stock
Connect
Securities
are
generally
subject
to
Chinese
securities
regulations
and
the
listing
rules
of
the
respective
Exchange,
among
other
restrictions.
In
addition,
Stock
Connect
Securities
generally
may
not
be
sold,
purchased
or
otherwise
transferred
other
than
through
Stock
Connect
in
accordance
with
applicable
rules.
While
Stock
Connect
is
not
subject
to
individual
investment
quotas,
daily
and
aggregate
investment
quotas
apply
to
all
Stock
Connect
participants,
which
may
restrict
or
preclude
the
Fund’s
ability
to
invest
in
Stock
Connect
Securities.
Trading
in
the
Stock
Connect
program
is
subject
Templeton
Emerging
Markets
Fund
Important
Information
to
Shareholders
to
trading,
clearance
and
settlement
procedures
that
are
untested
in
China,
which
could
pose
risks
to
the
Fund.
Finally,
the
withholding
tax
treatment
of
dividends
and
capital
gains
payable
to
overseas
investors
currently
is
unsettled.
The
application
and
interpretation
of
the
laws
and
regulations
of
Hong
Kong
and
China,
and
the
rules,
policies
or
guidelines
published
or
applied
by
relevant
regulators
and
exchanges
in
respect
of
the
Stock
Connect
program,
are
uncertain,
and
they
may
have
a
detrimental
effect
on
the
Fund’s
investments
and
returns.
Small
and
Mid
Capitalization
Companies
Securities
issued
by
small
and
mid
capitalization
companies
may
be
more
volatile
in
price
than
those
of
larger
companies
and
may
involve
substantial
risks.
Such
risks
may
include
greater
sensitivity
to
economic
conditions,
less
certain
growth
prospects,
lack
of
depth
of
management
and
funds
for
growth
and
development,
and
limited
or
less
developed
product
lines
and
markets.
In
addition,
small
and
mid
capitalization
companies
may
be
particularly
affected
by
interest
rate
increases,
as
they
may
find
it
more
difficult
to
borrow
money
to
continue
or
expand
operations,
or
may
have
difficulty
in
repaying
any
loans.
The
markets
for
securities
issued
by
small
and
mid
capitalization
companies
also
tend
to
be
less
liquid
than
the
markets
for
securities
issued
by
larger
companies
.
Illiquid
Investments
The
sale
of
illiquid
investments
often
requires
more
time
and
results
in
higher
brokerage
charges
or
dealer
discounts
and
other
selling
expenses
than
the
sale
of
investments
eligible
for
trading
on
national
securities
exchanges
or
in
the
over-the-counter
(OTC)
markets.
Illiquid
investments
often
sell
at
a
price
lower
than
similar
investments
that
are
not
subject
to
restrictions
on
resale.
The
risk
to
the
Fund
in
holding
illiquid
investments
is
that
they
may
be
more
difficult
to
sell
if
the
Fund
wants
to
dispose
of
the
investment
in
response
to
adverse
developments
or
in
order
to
raise
money
for
redemptions
or
other
investment
opportunities.
Illiquid
trading
conditions
may
also
make
it
more
difficult
for
the
Fund
to
realize
an
investment's
fair
value.
The
Fund
may
also
be
unable
to
achieve
its
desired
level
of
exposure
to
a
certain
investment,
issuer,
or
sector
due
to
overall
limitations
on
its
ability
to
invest
in
illiquid
investments
and
the
difficulty
in
purchasing
such
investments.
ETF
While
investment
in
an
ETF
generally
presents
the
same
risks
as
investment
in
a
conventional
mutual
fund
that
has
the
same
investment
objectives
and
strategies,
it
also
carries
the
following
additional
risks,
which
do
not
apply
to
investment
in
conventional
mutual
funds:
the
performance
of
an
ETF
may
be
significantly
different
from
the
performance
of
the
index,
assets,
or
financial
measure
that
the
ETF
is
seeking
to
track;
an
active
trading
market
for
ETF
securities
may
fail
to
develop
or
fail
to
be
maintained;
and
there
is
no
assurance
that
the
ETF
will
continue
to
meet
the
listing
requirements
of
the
exchange
on
which
its
securities
are
listed
for
trading.
Also,
commissions
may
apply
to
the
purchase
or
sale
of
ETF
securities.
Therefore,
investment
in
ETF
securities
may
produce
a
return
that
is
different
than
the
change
in
the
NAV
of
these
securities.
Participatory
Notes
Investments
in
participatory
notes
involve
risks
normally
associated
with
a
direct
investment
in
the
underlying
securities.
In
addition,
participatory
notes
are
subject
to
counterparty
risk,
which
is
the
risk
that
the
broker-dealer
or
bank
that
issues
the
participatory
notes
will
not
fulfill
its
contractual
obligations
under
the
notes.
ESG
Considerations
ESG
considerations
are
one
of
a
number
of
factors
that
the
investment
manager
examines
when
considering
investments
for
the
Fund’s
portfolio.
In
light
of
this,
the
issuers
in
which
the
Fund
invests
may
not
be
considered
ESG-focused
issuers
and
may
have
lower
or
adverse
ESG
assessments.
Consideration
of
ESG
factors
may
affect
the
Fund’s
exposure
to
certain
issuers
or
industries
and
may
not
work
as
intended.
In
addition,
ESG
considerations
assessed
as
part
of
the
Fund’s
investment
process
may
vary
across
types
of
eligible
investments
and
issuers.
The
investment
manager
does
not
assess
every
investment
for
ESG
factors
and,
when
it
does,
not
every
ESG
factor
may
be
identified
or
evaluated.
The
investment
manager’s
assessment
of
an
issuer’s
ESG
factors
is
subjective
and
will
likely
differ
from
that
of
investors,
third
party
service
providers
(e.g.,
ratings
providers)
and
other
funds.
As
a
result,
securities
selected
by
the
investment
manager
may
not
reflect
the
beliefs
and
values
of
any
particular
investor.
The
investment
manager
also
may
be
dependent
on
the
availability
of
timely,
complete
and
accurate
ESG
data
reported
by
issuers
and/or
third-
party
research
providers,
the
timeliness,
completeness
Templeton
Emerging
Markets
Fund
Important
Information
to
Shareholders
and
accuracy
of
which
is
out
of
the
investment
manager’s
control.
ESG
factors
are
often
not
uniformly
measured
or
defined,
which
could
impact
the
investment
manager’s
ability
to
assess
an
issuer.
While
the
investment
manager
views
ESG
considerations
as
having
the
potential
to
contribute
to
the
Fund’s
long-term
performance,
there
is
no
guarantee
that
such
results
will
be
achieved.
Cybersecurity
Cybersecurity
incidents,
both
intentional
and
unintentional,
may
allow
an
unauthorized
party
to
gain
access
to
Fund
assets,
Fund
or
customer
data
(including
private
shareholder
information),
or
proprietary
information,
cause
the
Fund,
the
investment
manager,
and/or
their
service
providers
(including,
but
not
limited
to,
Fund
accountants,
custodians,
sub-custodians,
transfer
agents
and
financial
intermediaries)
to
suffer
data
breaches,
data
corruption
or
loss
of
operational
functionality
or
prevent
Fund
investors
from
purchasing,
redeeming
or
exchanging
shares
or
receiving
distributions.
The
investment
manager
has
limited
ability
to
prevent
or
mitigate
cybersecurity
incidents
affecting
third
party
service
providers,
and
such
third
party
service
providers
may
have
limited
indemnification
obligations
to
the
Fund
or
the
investment
manager.
Cybersecurity
incidents
may
result
in
financial
losses
to
the
Fund
and
its
shareholders,
and
substantial
costs
may
be
incurred
in
an
effort
to
prevent
or
mitigate
future
cybersecurity
incidents.
Issuers
of
securities
in
which
the
Fund
invests
are
also
subject
to
cybersecurity
risks,
and
the
value
of
these
securities
could
decline
if
the
issuers
experience
cybersecurity
incidents
.
Because
technology
is
frequently
changing,
new
ways
to
carry
out
cyber
attacks
are
always
developing.
Therefore,
there
is
a
chance
that
some
risks
have
not
been
identified
or
prepared
for,
or
that
an
attack
may
not
be
detected,
which
puts
limitations
on
the
Fund's
ability
to
plan
for
or
respond
to
a
cyber
attack.
Like
other
funds
and
business
enterprises,
the
Fund,
the
investment
manager,
and
their
service
providers
are
subject
to
the
risk
of
cyber
incidents
occurring
from
time
to
time
.
Please
see
the
Performance
Summary
section
of
this
report
for
additional
risk
disclosure.
The
following
information
is
a
summary
of
certain
changes
since
the
last
fiscal
year.
This
information
may
not
reflect
all
of
the
changes
that
have
occurred
since
you
purchased
the
Fund.
There
have
not
been
any
material
changes
during
the
last
fiscal
year.
Templeton
Emerging
Markets
Fund
Annual
Meeting
of
Shareholders:
March
4,
2024
(unaudited)
The
Annual
Meeting
of
Shareholders
of
Templeton
Emerging
Markets
Fund
(the
“Fund”)
was
held
at
the
Fund’s
offices,
300
S.E.
2nd
Street,
Fort
Lauderdale,
Florida,
on
March
4,
2024.
The
purpose
of
the
meeting
was
to
elect
four
Trustees
of
the
Fund
and
to
ratify
the
selection
of
PricewaterhouseCoopers
LLP
as
the
independent
registered
public
accounting
firm
for
the
Fund
for
the
fiscal
year
ending
August
31,
2024.
At
the
meeting,
the
following
persons
were
elected
by
the
shareholders
to
serve
as
Trustees
of
the
Fund:
Ann
Torre
Bates,
Terrence
J.
Checki,
David
W.
Niemiec
and
Larry
D.
Thompson.*
Shareholders
also
ratified
the
selection
of
PricewaterhouseCoopers
LLP
as
the
independent
registered
public
accounting
firm
for
the
Fund
for
the
fiscal
year
ending
August
31,
2024.
No
other
business
was
transacted
at
the
meeting
with
respect
to
the
Fund.
The
results
of
the
voting
at
the
Annual
Meeting
are
as
follows:
1.
Election
of
four
Trustees:
The
Fund
is
not
aware
of
broker
non-votes
received
with
respect
to
this
item.
2.
Ratification
of
the
selection
of
PricewaterhouseCoopers
LLP
as
the
independent
registered
public
accounting
firm
for
the
Fund
for
the
fiscal
year
ending
August
31,
2024:
The
Fund
is
not
aware
of
broker
non-votes
received
with
respect
to
this
item.
*
Harris
J.
Ashton,
Mary
C.
Choksi,
Edith
E.
Holiday,
Gregory
E.
Johnson,
Rupert
H.
Johnson,
Jr.,
J.
Michael
Luttig
,
and
Constantine
D.
Tseretopoulos
are
Trustees
of
the
Fund
who
are
currently
serving
and
whose
terms
of
office
continued
after
the
Annual
Meeting
of
Shareholders.
Term
Expiring
2027
For
%
of
Outstanding
Shares
%
of
Shares
Present
Withheld
%
of
Outstanding
Shares
%
of
Shares
Present
Ann
Torre
Bates
9,966,871
64.27%
86.02%
1,619,844
10.44%
13.98%
Terrence
J.
Checki
9,961,059
64.23%
85.97%
1,625,656
10.48%
14.03%
David
W.
Niemiec
9,910,833
63.91%
85.54%
1,675,882
10.81%
14.46%
Larry
D.
Thompson
9,793,041
63.15%
84.52%
1,793,674
11.57%
15.48%
Shares
Voted
%
of
Outstanding
Shares
%
of
Shares
Present
For
9,886,503
63.75%
85.33%
Against
1,620,378
10.45%
13.98%
Abstain
79,832
0.51%
0.69%
Templeton
Emerging
Markets
Fund
Dividend
Reinvestment
and
Cash
Purchase
Plan
The
Fund
offers
a
Dividend
Reinvestment
and
Cash
Purchase
Plan
(the
“Plan”)
with
the
following
features:
Shareholders
must
affirmatively
elect
to
participate
in
the
Plan.
If
you
decide
to
use
this
service,
share
dividends
and
capital
gains
distributions
will
be
reinvested
automatically
in
shares
of
the
Fund
for
your
account.
Whenever
the
Fund
declares
dividends
in
either
cash
or
shares
of
the
Fund,
if
the
market
price
is
equal
to
or
exceeds
net
asset
value
at
the
valuation
date,
the
participant
will
receive
the
dividends
entirely
in
new
shares
at
a
price
equal
to
the
net
asset
value,
but
not
less
than
95%
of
the
then
current
market
price
of
the
Fund’s
shares.
If
the
market
price
is
lower
than
net
asset
value
or
if
dividends
and/or
capital
gains
distributions
are
payable
only
in
cash,
the
participant
will
receive
shares
purchased
on
the
New
York
Stock
Exchange
or
otherwise
on
the
open
market.
A
participant
has
the
option
of
submitting
additional
cash
payments
to
the
Plan
Administrator,
in
any
amounts
of
at
least
$100,
up
to
a
maximum
of
$5,000
per
month,
for
the
purchase
of
Fund
shares
for
his
or
her
account.
These
payments
can
be
made
by
check
payable
to
Equiniti
Trust
Company,
LLC
(the
“Plan
Administrator”)
and
sent
to
Equiniti
Trust
Company,
LLC,
P.O.
Box
922,
Wall
Street
Station,
New
York,
NY
10269-0560
Attention:
Templeton
Emerging
Markets
Fund.
The
Plan
Administrator
will
apply
such
payments
(less
a
$5.00
service
charge
and
less
a
pro
rata
share
of
trading
fees)
to
purchases
of
Fund
shares
on
the
open
market.
The
automatic
reinvestment
of
dividends
and/or
capital
gains
does
not
relieve
the
participant
of
any
income
tax
that
may
be
payable
on
dividends
or
distributions.
Whenever
shares
are
purchased
on
the
New
York
Stock
Exchange
or
otherwise
on
the
open
market,
each
participant
will
pay
a
pro
rata
portion
of
trading
fees.
Trading
fees
will
be
deducted
from
amounts
to
be
invested.
The
Plan
Administrator’s
fee
for
a
sale
of
shares
through
the
Plan
is
$15.00
per
transaction
plus
a
$0.12
per
share
trading
fee.
A
participant
may
withdraw
from
the
Plan
without
penalty
at
any
time
by
written
notice
to
the
Plan
Administrator
sent
to
Equiniti
Trust
Company,
LLC,
P.O.
Box
922,
Wall
Street
Station,
New
York,
NY
10269-0560.
Upon
withdrawal,
the
participant
will
receive,
without
charge,
share
certificates
issued
in
the
participant’s
name
for
all
full
shares
held
by
the
Plan
Administrator;
or,
if
the
participant
wishes,
the
Plan
Administrator
will
sell
the
participant’s
shares
and
send
the
proceeds
to
the
participant,
less
a
service
charge
of
$15.00
and
less
trading
fees
of
$0.12
per
share.
The
Plan
Administrator
will
convert
any
fractional
shares
held
at
the
time
of
withdrawal
to
cash
at
the
current
market
price
and
send
a
check
to
the
participant
for
the
net
proceeds.
For
more
information,
please
see
the
Plan’s
Terms
&
Conditions
located
at
the
back
of
this
report.
Templeton
Emerging
Markets
Fund
Dividend
Reinvestment
and
Cash
Purchase
Plan
Transfer
Agent
Equiniti
Trust
Company,
LLC
P.O.
Box
922,
Wall
Street
Station,
New
York,
NY
10269-056
(800)
416-5585
www.equiniti.com
Direct
Deposit
Service
for
Registered
Shareholders
Cash
distributions
can
now
be
electronically
credited
to
a
checking
or
saving
account
at
any
financial
institution
that
participates
in
the
Automated
Clearing
House
(“ACH”)
system.
The
Direct
Deposit
service
is
provided
for
registered
shareholders
at
no
charge.
To
enroll
in
the
service,
access
your
account
online
by
going
to
www.equiniti.com
or
dial
(800)
416-
5585
(toll
free)
and
follow
the
instructions.
Direct
Deposit
will
begin
with
the
next
scheduled
distribution
payment
date
following
enrollment
in
the
service.
Direct
Registration
If
you
are
a
registered
shareholder
of
the
Fund,
purchases
of
shares
of
the
Fund
can
be
electronically
credited
to
your
Fund
account
at
Equiniti
Trust
Company,
LLC
through
Direct
Registration.
This
service
provides
shareholders
with
a
convenient
way
to
keep
track
of
shares
through
book
entry
transactions,
electronically
move
book-entry
shares
between
broker-dealers,
transfer
agents
and
DRS
eligible
issuers,
and
eliminate
the
possibility
of
lost
certificates.
For
additional
information,
please
contact
Equiniti
Trust
Company,
LLC
at
(800)
416-5585.
Shareholder
Information
Shares
of
Templeton
Emerging
Markets
Fund
are
traded
on
the
New
York
Stock
Exchange
under
the
symbol
“EMF.”
Information
about
the
net
asset
value
and
the
market
price
is
available
at
franklintempleton.com.
For
current
information
about
dividends
and
shareholder
accounts,
call
(800)
416-5585.
Registered
shareholders
can
access
their
Fund
account
on-line.
For
information
go
to
Equiniti
Trust
Company,
LLC’s
web
site
at
www.equiniti.com
and
follow
the
instructions.
The
daily
closing
net
asset
value
as
of
the
previous
business
day
may
be
obtained
when
available
by
calling
Franklin
Templeton
Fund
Information
after
7
a.m.
Pacific
time
any
business
day
at
(800)
DIAL
BEN/342-5236.
The
Fund’s
net
asset
value
and
dividends
are
also
listed
on
the
NASDAQ
Stock
Market,
Inc.’s
Mutual
Fund
Quotation
Service
(“NASDAQ
MFQS”).
Shareholders
not
receiving
copies
of
reports
to
shareholders
because
their
shares
are
registered
in
the
name
of
a
broker
or
a
custodian
can
request
that
they
be
added
to
the
Fund’s
mailing
list,
by
writing
Templeton
Emerging
Markets
Fund,
100
Fountain
Parkway,
P.O.
Box
33030,
St.
Petersburg,
FL
33733-8030.
Templeton
Emerging
Markets
Fund
Board
Members
and
Officers
The
name,
year
of
birth
and
address
of
the
officers
and
board
members,
as
well
as
their
affiliations,
positions
held
with
the
Trust,
principal
occupations
during
at
least
the
past
five
years
and
number
of
U.S.
registered
portfolios
overseen
in
the
Franklin
Templeton
fund
complex,
are
shown
below.
Generally,
each
board
member
serves
until
that
person’s
successor
is
elected
and
qualified.
Independent
Board
Members
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Harris
J.
Ashton
(1932)
Trustee
Since
1992
118
Bar-S
Foods
(meat
packing
company)
(1981-2010).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
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).
Ann
Torre
Bates
(1958)
Trustee
Since
2008
29
Ares
Strategic
Income
Fund
(closed-end
investment
management
company)
(September
2022-present);
Ares
Capital
Corporation
(specialty
finance
company)
(2010-present);
and
formerly
,
United
Natural
Foods,
Inc.
(food
distribution)
(2013-2023)
and
Navient
Corporation
(loan
management,
servicing
and
asset
recovery)
(2014-2016).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
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).
Terrence
J.
Checki
(1945)
Trustee
Since
2023
118
Hess
Corporation
(exploration
of
oil
and
gas)
(2014-present).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Member
of
the
Council
on
Foreign
Relations
(1996-present);
Member
of
the
National
Committee
on
U.S.-China
Relations
(1999-present);
member
of
the
board
of
trustees
of
the
Economic
Club
of
New
York
(2013-present);
member
of
the
board
of
trustees
of
the
Foreign
Policy
Association
(2005-present);
member
of
the
board
of
directors
of
Council
of
the
Americas
(2007-present)
and
the
Tallberg
Foundation
(2018-present);
and
formerly
,
Executive
Vice
President
of
the
Federal
Reserve
Bank
of
New
York
and
Head
of
its
Emerging
Markets
and
Internal
Affairs
Group
and
Member
of
Management
Committee
(1995-2014);
and
Visiting
Fellow
at
the
Council
on
Foreign
Relations
(2014).
Templeton
Emerging
Markets
Fund
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Mary
C.
Choksi
(1950)
Trustee
Since
2016
118
Omnicom
Group
Inc.
(advertising
and
marketing
communications
services)
(2011-present)
and
White
Mountains
Insurance
Group,
Ltd.
(holding
company)
(2017-present);
and
formerly
,
Avis
Budget
Group
Inc.
(car
rental)
(2007-2020).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
and
formerly
,
Founder
and
Senior
Advisor,
Strategic
Investment
Group
(investment
management
group)
(2015-2017);
Founding
Partner
and
Senior
Managing
Director,
Strategic
Investment
Group
(1987-2015);
Founding
Partner
and
Managing
Director,
Emerging
Markets
Management
LLC
(investment
management
firm)
(1987-2011);
and
Loan
Officer/Senior
Loan
Officer/Senior
Pension
Investment
Officer,
World
Bank
Group
(international
financial
institution)
(1977-1987).
Edith
E.
Holiday
(1952)
Lead
Independent
Trustee
Trustee
since
1996
and
Lead
Independent
Trustee
since
2007
118
Hess
Corporation
(exploration
of
oil
and
gas)
(1993-present);
Santander
Holdings
USA
(holding
company)
(2019-present);
and
formerly
,
Santander
Consumer
USA
Holdings,
Inc.
(consumer
finance)
(2016-2023),
Canadian
National
Railway
(railroad)
(2001-2021),
White
Mountains
Insurance
Group,
Ltd.
(holding
company)
(2004-
2021),
RTI
International
Metals,
Inc.
(manufacture
and
distribution
of
titanium)
(1999-2015)
and
H.J.
Heinz
Company
(processed
foods
and
allied
products)
(1994-2013).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
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).
J.
Michael
Luttig
(1954)
Trustee
Since
2009
118
Boeing
Capital
Corporation
(aircraft
financing)
(2006-2010).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
Past
5
Years:
Counselor
and
Special
Advisor
to
the
CEO
and
Board
of
Directors
of
the
Coca-Cola
Company
(beverage
company)
(2021-present);
and
formerly
,
Counselor
and
Senior
Advisor
to
the
Chairman,
CEO,
and
Board
of
Directors,
of
The
Boeing
Company
(aerospace
company),
and
member
of
the
Executive
Council
(2019-2020);
Executive
Vice
President,
General
Counsel
and
member
of
the
Executive
Council,
The
Boeing
Company
(2006-2019);
and
Federal
Appeals
Court
Judge,
United
States
Court
of
Appeals
for
the
Fourth
Circuit
(1991-2006).
David
W.
Niemiec
(1949)
Trustee
Since
2005
29
Hess
Midstream
LP
(oil
and
gas
midstream
infrastructure)
(2017-present).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
Past
5
Years:
Advisor,
Saratoga
Partners
(private
equity
fund);
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).
Independent
Board
Members
(continued)
Templeton
Emerging
Markets
Fund
Interested
Board
Members
and
Officers
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Larry
D.
Thompson
(1945)
Trustee
Since
2005
118
Graham
Holdings
Company
(education
and
media
organization)
(2011-2021);
The
Southern
Company
(energy
company)
(2014-2020;
previously
2010-
2012)
and
Cbeyond,
Inc.
(business
communications
provider)
(2010-
2012).
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
Counsel,
Finch
McCranie,
LLP
(law
firm)
(2015-present);
John
A.
Sibley
Professor
of
Corporate
and
Business
Law,
University
of
Georgia
School
of
Law
(2015-present;
previously
2011-2012);
and
formerly
,
Independent
Compliance
Monitor
and
Auditor,
Volkswagen
AG
(manufacturer
of
automobiles
and
commercial
vehicles)
(2017-2020);
Executive
Vice
President
-
Government
Affairs,
General
Counsel
and
Corporate
Secretary,
PepsiCo,
Inc.
(consumer
products)
(2012-2014);
Senior
Vice
President
-
Government
Affairs,
General
Counsel
and
Secretary,
PepsiCo,
Inc.
(2004-2011);
Senior
Fellow
of
The
Brookings
Institution
(2003-2004);
Visiting
Professor,
University
of
Georgia
School
of
Law
(2004);
and
Deputy
Attorney
General,
U.S.
Department
of
Justice
(2001-2003).
Constantine
D.
Tseretopoulos
(1954)
Trustee
Since
1999
19
None
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
Past
5
Years:
Physician,
Chief
of
Staff,
owner
and
operator
of
the
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).
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Gregory
E.
Johnson
2
(1961)
Chairman
of
the
Board,
Trustee
and
Vice
President
Chairman
of
the
Board
and
Vice
President
since
2023
and
Trustee
since
2007
128
None
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Executive
Chairman,
Chairman
of
the
Board
and
Director,
Franklin
Resources,
Inc.;
officer
and/or
director
or
trustee,
as
the
case
may
be,
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
certain
funds
in
the
Franklin
Templeton
fund
complex;
Vice
Chairman,
Investment
Company
Institute;
and
formerly
,
Chief
Executive
Officer
(2013-2020)
and
President
(1994-2015)
Franklin
Resources,
Inc.
Rupert
H.
Johnson,
Jr.
3
(1940)
Trustee
Since
2013
118
None
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
(Vice
Chairman),
Franklin
Resources,
Inc.;
Director,
Franklin
Advisers,
Inc.;
and
officer
and/or
director
or
trustee,
as
the
case
may
be,
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
certain
funds
in
the
Franklin
Templeton
fund
complex.
Independent
Board
Members
(continued)
Templeton
Emerging
Markets
Fund
Note
1:
Rupert
H.
Johnson,
Jr.
is
the
uncle
of
Gregory
E.
Johnson.
Note
2:
Officer
information
is
current
as
of
the
date
of
this
report.
It
is
possible
that
after
this
date,
information
about
officers
may
change.
1.
Information
is
for
the
calendar
year
ended
December
31,
2023,
unless
otherwise
noted.
We
base
the
number
of
portfolios
on
each
separate
series
of
the
U.S.
registered
investment
companies
within
the
Franklin
Templeton
fund
complex.
These
portfolios
have
a
common
investment
manager
or
affiliated
investment
managers.
2.
Gregory
E.
Johnson
is
considered
to
be
an
interested
person
of
the
Fund
under
the
federal
securities
laws
due
to
his
position
as
an
officer
and
director
of
Franklin
Resources,
Inc.
(Resources),
which
is
the
parent
company
of
the
Fund's
investment
manager
and
distributor.
3.
Rupert
H.
Johnson,
Jr.
is
considered
to
be
an
interested
person
of
the
Fund
under
the
federal
securities
laws
due
to
his
position
as
an
officer
and
director
and
a
major
shareholder
of
Resources,
which
is
the
parent
company
of
the
Fund's
investment
manager
and
distributor.
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Ted
P.
Becker
(1951)
Chief
Compliance
Officer
Since
2023
Not
Applicable
Not
Applicable
280
Park
Avenue
New
York,
NY
10017
Principal
Occupation
During
at
Least
the
Past
5
Years:
Vice
President,
Global
Compliance
of
Franklin
Templeton
(since
2020);
Chief
Compliance
Officer
of
Franklin
Templeton
Fund
Adviser,
LLC
(since
2006);
Chief
Compliance
Officer
of
certain
funds
associated
with
Legg
Mason
&
Co.
or
its
affiliates
(since
2006);
formerly
,
Director
of
Global
Compliance
at
Legg
Mason
(2006
to
2020);
Managing
Director
of
Compliance
of
Legg
Mason
&
Co.
(2005-2020).
Susan
Kerr
(1949)
Vice
President
–
AML
Compliance
Since
2021
Not
Applicable
Not
Applicable
280
Park
Avenue
New
York,
NY
10017
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Compliance
Analyst,
Franklin
Templeton;
Chief
Anti-Money
Laundering
Compliance
Officer,
Legg
Mason
&
Co.,
or
its
affiliates;
Anti
Money
Laundering
Compliance
Officer;
Senior
Compliance
Officer,
Franklin
Distributors
LLC;
and
officer
of
certain
funds
in
the
Franklin
Templeton
fund
complex.
Christopher
Kings
(1974)
Chief
Executive
Officer
-
Finance
and
Administration
Since
January
2024
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Vice
President,
Franklin
Templeton
Services,
LLC;
and
officer
of
certain
funds
in
the
Franklin
Templeton
fund
complex.
Manraj
S.
Sekhon
(1969)
President
and
Chief
Executive
Officer
–
Investment
Management
Since
2018
Not
Applicable
Not
Applicable
7
Temasek
Blvd.,
Suntec
Tower
1,
#38-03
Singapore
038987
Principal
Occupation
During
at
Least
the
Past
5
Years:
Chief
Investment
Officer,
Franklin
Templeton
Emerging
Markets
Equity;
and
officer
of
certain
funds
in
the
Franklin
Templeton
fund
Complex.
Navid
J.
Tofigh
(1972)
Vice
President
and
Secretary
Vice
President
since
2015
and
Secretary
since
2023
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Associate
General
Counsel,
Franklin
Templeton;
and
officer
of
certain
funds
in
the
Franklin
Templeton
fund
complex.
Jeffrey
W.
White
(1971)
Chief
Financial
Officer,
Chief
Accounting
Officer
and
Treasurer
Since
January
2024
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Chief
Financial
Officer,
Chief
Accounting
Officer
&
Treasurer
and
officer
of
certain
funds
in
the
Franklin
Templeton
fund
complex;
and
formerly
,
Director
and
Assistant
Treasurer
roles
within
Global
Fund
Tax
and
Fund
Administration
and
Financial
Reporting
(2017-2023).
Interested
Board
Members
and
Officers
(continued)
Templeton
Emerging
Markets
Fund
The
Sarbanes-Oxley
Act
of
2002
and
Rules
adopted
by
the
U.S.
Securities
and
Exchange
Commission
require
the
Fund
to
disclose
whether
the
Fund’s
Audit
Committee
includes
at
least
one
member
who
is
an
audit
committee
financial
expert
within
the
meaning
of
such
Act
and
Rules.
The
Fund’s
Board
has
determined
that
there
is
at
least
one
such
financial
expert
on
the
Audit
Committee
and
has
designated
each
of
Ann
Torre
Bates
and
David
W.
Niemiec
as
an
audit
committee
financial
expert.
The
Board
believes
that
Ms.
Bates
and
Mr.
Niemiec
qualify
as
such
an
expert
in
view
of
their
extensive
business
background
and
experience.
Ms.
Bates
has
served
as
a
member
of
the
Fund
Audit
Committee
since
2008.
She
currently
serves
as
a
director
of
Ares
Capital
Corporation
(2010-present)
and
United
Natural
Foods,
Inc.
(2013-present)
and
was
formerly
a
director
of
Navient
Corporation
from
2014
to
2016,
SLM
Corporation
from
1997
to
2014
and
Allied
Capital
Corporation
from
2003
to
2010,
Executive
Vice
President
and
Chief
Financial
Officer
of
NHP
Incorporated
from
1995
to
1997
and
Vice
President
and
Treasurer
of
US
Airways,
Inc.
until
1995.
Mr.
Niemiec
has
served
as
a
member
of
the
Fund
Audit
Committee
since
2005,
currently
serves
as
an
Advisor
to
Saratoga
Partners
and
was
formerly
its
Managing
Director
from
1998
to
2001
and
serves
as
a
director
of
Hess
Midstream
LP
(2017-present).
Mr.
Niemiec
was
formerly
a
director
of
Emeritus
Corporation
from
1999
to
2010
and
OSI
Pharmaceuticals,
Inc.
from
2006
to
2010,
Managing
Director
of
SBC
Warburg
Dillon
Read
from
1997
to
1998,
and
was
Vice
Chairman
from
1991
to
1997
and
Chief
Financial
Officer
from
1982
to
1997
of
Dillon,
Read
&
Co.
Inc.
As
a
result
of
such
background
and
experience,
the
Board
believes
that
Ms.
Bates
and
Mr.
Niemiec
have
each
acquired
an
understanding
of
generally
accepted
accounting
principles
and
financial
statements,
the
general
application
of
such
principles
in
connection
with
the
accounting
estimates,
accruals
and
reserves,
and
analyzing
and
evaluating
financial
statements
that
present
a
breadth
and
level
of
complexity
of
accounting
issues
generally
comparable
to
those
of
the
Fund,
as
well
as
an
understanding
of
internal
controls
and
procedures
for
financial
reporting
and
an
understanding
of
audit
committee
functions.
Ms.
Bates
and
Mr.
Niemiec
are
independent
Board
members
as
that
term
is
defined
under
the
applicable
U.S.
Securities
and
Exchange
Commission
Rules
and
Releases.
Interested
Board
Members
and
Officers
(continued)
Templeton
Emerging
Markets
Fund
Board
Approval
of
Investment
Management
Agreements
TEMPLETON
EMERGING
MARKETS
FUND
(Fund)
At
an
in-person
meeting
held
on
May
22,
2024
(Meeting),
the
Board
of
Trustees
(Board)
of
the
Fund,
including
a
majority
of
the
trustees
who
are
not
“interested
persons”
as
defined
in
the
Investment
Company
Act
of
1940
(Independent
Trustees),
reviewed
and
approved
the
continuance
of
the
investment
management
agreement
between
Templeton
Asset
Management
Ltd.
(TAML)
and
the
Fund
and
the
investment
sub-advisory
agreement
between
TAML
and
Franklin
Templeton
Investment
Management
Limited
(Sub-
Adviser),
an
affiliate
of
TAML,
on
behalf
of
the
Fund
(each
a
Management
Agreement)
for
an
additional
one-year
period.
The
Independent
Trustees
received
advice
from
and
met
separately
with
Independent
Trustee
counsel
in
considering
whether
to
approve
the
continuation
of
each
Management
Agreement.
TAML
and
the
Sub-Adviser
are
each
referred
to
herein
as
a
Manager.
In
considering
the
continuation
of
each
Management
Agreement,
the
Board
reviewed
and
considered
information
provided
by
each
Manager
at
the
Meeting
and
throughout
the
year
at
meetings
of
the
Board
and
its
committees.
The
Board
also
reviewed
and
considered
information
provided
in
response
to
a
detailed
set
of
requests
for
information
submitted
to
each
Manager
by
Independent
Trustee
counsel
on
behalf
of
the
Independent
Trustees
in
connection
with
the
annual
contract
renewal
process.
In
addition,
prior
to
the
Meeting,
the
Independent
Trustees
held
a
virtual
contract
renewal
meeting
at
which
the
Independent
Trustees
first
conferred
amongst
themselves
and
Independent
Trustee
counsel
about
contract
renewal
matters,
and
then
met
with
management
to
request
additional
information
that
the
Independent
Trustees
reviewed
and
considered
prior
to
and
at
the
Meeting.
The
Board
reviewed
and
considered
all
of
the
factors
it
deemed
relevant
in
approving
the
continuance
of
each
Management
Agreement,
including,
but
not
limited
to:
(i)
the
nature,
extent
and
quality
of
the
services
provided
by
each
Manager;
(ii)
the
investment
performance
of
the
Fund;
(iii)
the
costs
of
the
services
provided
and
profits
realized
by
each
Manager
and
its
affiliates
from
the
relationship
with
the
Fund;
(iv)
the
extent
to
which
economies
of
scale
are
realized
as
the
Fund
grows;
and
(v)
whether
fee
levels
reflect
these
economies
of
scale
for
the
benefit
of
Fund
investors.
In
approving
the
continuance
of
each
Management
Agreement,
the
Board,
including
a
majority
of
the
Independent
Trustees,
determined,
through
the
exercise
of
its
business
judgment,
that
the
terms
of
the
Management
Agreement
are
fair
and
reasonable
and
that
the
continuance
of
the
Management
Agreement
is
in
the
best
interests
of
the
Fund
and
its
shareholders.
While
attention
was
given
to
all
information
furnished,
the
following
discusses
some
primary
factors
relevant
to
the
Board’s
determination.
Nature,
Extent
and
Quality
of
Services
The
Board
reviewed
and
considered
information
regarding
the
nature,
extent
and
quality
of
investment
management
services
provided
by
each
Manager
and
its
affiliates
to
the
Fund
and
its
shareholders.
This
information
included,
among
other
things,
the
qualifications,
background
and
experience
of
the
senior
management
and
investment
personnel
of
each
Manager,
as
well
as
information
on
succession
planning
where
appropriate;
the
structure
of
investment
personnel
compensation;
oversight
of
third-party
service
providers;
investment
performance
reports
and
related
financial
information
for
the
Fund
(including
its
share
price
discount
to
net
asset
value);
reports
on
expenses
and
shareholder
services;
legal
and
compliance
matters;
risk
controls;
pricing
and
other
services
provided
by
each
Manager
and
its
affiliates;
and
management
fees
charged
by
each
Manager
and
its
affiliates
to
US
funds
and
other
accounts,
including
management’s
explanation
of
differences
among
accounts
where
relevant.
The
Board
acknowledged
the
ongoing
integration
of
the
Putnam
family
of
funds
into
the
Franklin
Templeton
(FT)
family
of
funds
and
management’s
continued
development
of
strategies
to
address
areas
of
heightened
concern
in
the
mutual
fund
industry,
including
various
regulatory
initiatives
and
continuing
geopolitical
concerns.
The
Board
also
reviewed
and
considered
the
benefits
provided
to
Fund
shareholders
of
investing
in
a
fund
that
is
part
of
the
FT
family
of
funds.
The
Board
noted
the
financial
position
of
Franklin
Resources,
Inc.
(FRI),
the
Managers’
parent,
and
its
commitment
to
the
mutual
fund
business
as
evidenced
by
its
continued
reassessment
of
the
fund
offerings
in
response
to
FT
acquisitions
and
the
market
environment,
as
well
as
project
initiatives
and
capital
investments
relating
to
the
services
provided
to
the
Fund
by
the
FT
organization.
The
Board
specifically
noted
FT’s
commitment
to
technological
innovation
and
advancement,
including
its
initiative
to
create
a
new
enterprise-wide
artificial
intelligence
platform.
Templeton
Emerging
Markets
Fund
Shareholder
Information
Following
consideration
of
such
information,
the
Board
was
satisfied
with
the
nature,
extent
and
quality
of
services
provided
by
each
Manager
and
its
affiliates
to
the
Fund
and
its
shareholders.
Fund
Performance
The
Board
reviewed
and
considered
the
performance
results
of
the
Fund
over
various
time
periods
ended
December
31,
2023.
The
Board
considered
the
performance
returns
for
the
Fund
in
comparison
to
the
performance
returns
of
mutual
funds
deemed
comparable
to
the
Fund
included
in
a
universe
(Performance
Universe)
selected
by
Broadridge
Financial
Solutions,
Inc.
(Broadridge),
an
independent
provider
of
investment
company
data.
The
Board
received
a
description
of
the
methodology
used
by
Broadridge
to
select
the
mutual
funds
included
in
a
Performance
Universe.
The
Board
also
reviewed
and
considered
Fund
performance
reports
provided
and
discussions
that
occurred
with
portfolio
managers
at
Board
meetings
throughout
the
year.
A
summary
of
the
Fund’s
performance
results
is
below.
Such
results
are
based
on
net
asset
value
without
regard
to
market
discounts
or
premiums.
The
Performance
Universe
for
the
Fund
included
the
Fund
and
all
leveraged
closed-end
emerging
markets
funds.
The
Board
noted
that
the
Fund’s
annualized
total
return
for
the
one-,
three-,
five-
and
10-year
periods
was
above
the
median
of
its
Performance
Universe.
The
Board
discussed
with
management
the
small
size
of
the
Fund’s
Performance
Universe,
which
included
only
the
Fund
and
one
other
leveraged
closed-end
emerging
markets
fund
(peer
fund),
and
that
therefore
no
quintile
information
was
provided
for
the
Fund.
The
Board
noted
that
the
Fund
outperformed
its
peer
fund
seven
of
the
10
calendar
years
ended
December
31,
2023.
The
Board
concluded
that
the
Fund’s
performance
was
satisfactory.
Comparative
Fees
and
Expenses
The
Board
reviewed
and
considered
information
regarding
the
Fund’s
actual
total
expense
ratio
and
its
various
components,
including,
as
applicable,
management
fees;
underlying
fund
expenses;
investment-related
expenses;
and
other
non-management
fees.
The
Board
considered
the
actual
total
expense
ratio
and,
separately,
the
contractual
management
fee
rate,
without
the
effect
of
fee
waivers,
if
any
(Management
Rate)
of
the
Fund
in
comparison
to
the
median
expense
ratio
and
median
Management
Rate,
respectively,
of
other
mutual
funds
deemed
comparable
to
and
with
a
similar
expense
structure
to
the
Fund
selected
by
Broadridge
(Expense
Group).
Broadridge
fee
and
expense
data
is
based
upon
information
taken
from
each
fund’s
most
recent
annual
or
semi-annual
report,
which
reflects
historical
asset
levels
that
may
be
quite
different
from
those
currently
existing,
particularly
in
a
period
of
market
volatility.
While
recognizing
such
inherent
limitation
and
the
fact
that
expense
ratios
and
Management
Rates
generally
increase
as
assets
decline
and
decrease
as
assets
grow,
the
Board
believed
the
independent
analysis
conducted
by
Broadridge
to
be
an
appropriate
measure
of
comparative
fees
and
expenses.
The
Broadridge
Management
Rate
includes
administrative
charges.
The
Board
received
a
description
of
the
methodology
used
by
Broadridge
to
select
the
mutual
funds
included
in
the
Expense
Group.
The
Expense
Group
for
the
Fund
included
the
Fund
and
one
other
leveraged
closed-end
emerging
markets
fund.
The
Board
noted
the
small
size
of
the
Fund’s
Expense
Group,
which
included
only
the
two
funds,
and
that
therefore
no
quintile
information
was
provided
for
the
Fund.
The
Board
further
noted
that,
of
the
two
funds
in
the
Expense
Group,
the
Fund’s
Management
Rate
was
the
more
expensive,
but
its
actual
total
expense
ratio
was
the
less
expensive.
The
Board
noted
that
the
Fund’s
Sub-Adviser
is
paid
by
TAML
out
of
the
management
fee
TAML
receives
from
the
Fund
and
that
the
allocation
of
the
fee
between
TAML
and
the
Sub-
Adviser
reflected
the
services
provided
by
each
to
the
Fund.
The
Board
concluded
that
the
Management
Rate
charged
to
the
Fund
and
the
sub-advisory
fee
paid
to
the
Sub-Adviser
are
reasonable.
Profitability
The
Board
reviewed
and
considered
information
regarding
the
profits
realized
by
each
Manager
and
its
affiliates
in
connection
with
the
operation
of
the
Fund.
In
this
respect,
the
Board
considered
the
Fund
profitability
analysis
provided
by
the
Manager
that
addresses
the
overall
profitability
of
FT’s
US
fund
business,
as
well
as
its
profits
in
providing
investment
management
and
other
services
to
each
of
the
individual
funds
during
the
12-month
period
ended
September
30,
2023,
being
the
most
recent
fiscal
year-
end
for
FRI.
The
Board
noted
that
although
management
continually
makes
refinements
to
its
methodologies
used
in
calculating
profitability
in
response
to
organizational
and
product-related
changes,
the
overall
methodology
has
remained
consistent
with
that
used
in
the
Fund’s
profitability
report
presentations
from
prior
years.
The
Board
also
noted
that
an
independent
registered
public
accounting
firm
has
been
engaged
by
TAML
to
periodically
review
and
assess
the
allocation
methodologies
to
be
used
solely
by
the
Fund’s
Board
with
respect
to
the
profitability
analysis.
The
Board
noted
management’s
belief
that
costs
incurred
in
establishing
the
infrastructure
necessary
for
the
type
of
mutual
fund
operations
conducted
by
each
Manager
and
its
affiliates
may
not
be
fully
reflected
in
the
expenses
allocated
to
the
Fund
in
determining
its
profitability,
as
Templeton
Emerging
Markets
Fund
Shareholder
Information
well
as
the
fact
that
the
level
of
profits,
to
a
certain
extent,
reflected
operational
cost
savings
and
efficiencies
initiated
by
management.
As
part
of
this
evaluation,
the
Board
considered
management’s
outsourcing
of
certain
operations,
which
effort
has
required
considerable
up-front
expenditures
by
each
Manager
but,
over
the
long
run
is
expected
to
result
in
greater
efficiencies.
The
Board
also
noted
management’s
expenditures
in
improving
shareholder
services
provided
to
the
Fund,
as
well
as
the
need
to
implement
systems
and
meet
additional
regulatory
and
compliance
requirements
resulting
from
recent
US
Securities
and
Exchange
Commission
and
other
regulatory
requirements.
The
Board
also
considered
the
extent
to
which
each
Manager
and
its
affiliates
might
derive
ancillary
benefits
from
fund
operations,
potential
benefits
resulting
from
personnel
and
systems
enhancements
necessitated
by
fund
growth,
as
well
as
increased
leverage
with
service
providers
and
counterparties.
Based
upon
its
consideration
of
all
these
factors,
the
Board
concluded
that
the
level
of
profits
realized
by
each
Manager
and
its
affiliates
from
providing
services
to
the
Fund
was
not
excessive
in
view
of
the
nature,
extent
and
quality
of
services
provided
to
the
Fund.
Economies
of
Scale
The
Board
reviewed
and
considered
the
extent
to
which
each
Manager
may
realize
economies
of
scale,
if
any,
as
the
Fund
grows
larger
and
whether
the
Fund’s
management
fee
structure
reflects
any
economies
of
scale
for
the
benefit
of
shareholders.
The
Board
believes
that
each
Manager’s
ability
to
realize
economies
of
scale
and
the
sharing
of
such
benefit
is
a
more
relevant
consideration
in
the
case
of
an
open-end
fund
whose
size
increases
as
a
result
of
the
continuous
sale
of
its
shares.
A
closed-end
fund,
such
as
the
Fund,
does
not
continuously
offer
shares,
and
growth
following
its
initial
public
offering
will
primarily
result
from
market
appreciation,
which
benefits
its
shareholders.
While
believing
economies
of
scale
to
be
less
of
a
factor
in
the
context
of
a
closed-end
fund,
the
Board
believes
at
some
point
an
increase
in
size
may
lead
to
economies
of
scale
that
would
be
shared
with
the
Fund
and
its
shareholders.
The
Board
noted
the
existence
of
management
fee
breakpoints,
which
operate
generally
to
share
any
economies
of
scale
with
the
Fund’s
shareholders
by
reducing
the
Fund’s
effective
management
fees
as
the
Fund
grows
in
size.
The
Board
considered
the
Managers’
view
that
any
analyses
of
potential
economies
of
scale
in
managing
a
particular
fund
are
inherently
limited
in
light
of
the
joint
and
common
costs
and
investments
each
Manager
incurs
across
the
FT
family
of
funds
as
a
whole.
The
Board
noted
that
the
Fund
does
not
currently
have
an
asset
size
that
would
likely
enable
the
Fund
to
achieve
economies
of
scale,
but
concluded
that
to
the
extent
economies
of
scale
may
be
realized
by
each
Manager
and
its
affiliates,
the
Fund’s
management
fee
structure
provided
a
sharing
of
benefits
with
the
Fund
and
its
shareholders
as
the
Fund
grows.
Conclusion
Based
on
its
review,
consideration
and
evaluation
of
all
factors
it
believed
relevant,
including
the
above-described
factors
and
conclusions,
the
Board
unanimously
approved
the
continuation
of
each
Management
Agreement
with
each
Manager
for
an
additional
one-year
period.
Proxy
Voting
Policies
and
Procedures
The
Fund’s
investment
manager
has
established
Proxy
Voting
Policies
and
Procedures
(Policies)
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
portfolio
securities.
Shareholders
may
view
the
Fund’s
complete
Policies
online
at
franklintempleton.com.
Alternatively,
shareholders
may
request
copies
of
the
Policies
free
of
charge
by
calling
the
Proxy
Group
collect
at
(954)
527-
7678
or
by
sending
a
written
request
to:
Franklin
Templeton
Companies,
LLC,
300
S.E.
2nd
Street,
Fort
Lauderdale,
FL
33301,
Attention:
Proxy
Group.
Copies
of
the
Fund’s
proxy
voting
records
are
also
made
available
online
at
franklintempleton.com
and
posted
on
the
U.S.
Securities
and
Exchange
Commission’s
website
at
sec.gov
and
reflect
the
most
recent
12-month
period
ended
June
30.
Quarterly
Schedule
of
Investments
The
Fund
files
a
complete
consolidated
statement
of
investments
with
the
U.S.
Securities
and
Exchange
Commission
for
the
first
and
third
quarters
for
each
fiscal
year
as
an
exhibit
to
its
report
on
Form
N-PORT.
Shareholders
may
view
the
filed
Form
N-PORT
by
visiting
the
Commission’s
website
at
sec.gov.
The
filed
form
may
also
be
viewed
and
copied
at
the
Commission’s
Public
Reference
Room
in
Washington,
DC.
Information
regarding
the
operations
of
the
Public
Reference
Room
may
be
obtained
by
calling
(800)
SEC-0330.
TERMS
AND
CONDITIONS
OF
DIVIDEND
REINVESTMENT
AND
CASH
PURCHASE
PLAN
Not
part
of
the
Annual
report
1.
Equiniti
Trust
Company,
LLC
("Equiniti"),
will
act
as
Plan
Administrator
and
will
open
an
account
for
participating
shareholders
(“participant”)
under
the
Dividend
Reinvestment
and
Cash
Purchase
Plan
(the
“Plan”)
in
the
same
name
as
that
in
which
the
participant’s
present
shares
are
registered,
and
put
the
Plan
into
effect
as
of
the
first
record
date
for
a
dividend
or
capital
gains
distribution
after
Equiniti
receives
the
authorization
duly
executed
by
such
participant.
2.
Whenever
Templeton
Emerging
Markets
Fund
(the
“Fund”)
declares
a
distribution
from
capital
gains
or
an
income
dividend
payable
in
either
cash
or
shares
of
the
Fund
(“Fund
shares”),
if
the
market
price
per
share
on
the
valuation
date
equals
or
exceeds
the
net
asset
value
per
share,
participants
will
receive
such
dividend
or
distribution
entirely
in
Fund
shares,
and
Equiniti
shall
automatically
receive
such
Fund
shares
for
participant
accounts
including
aggregate
fractions.
The
number
of
additional
Fund
shares
to
be
credited
to
participant
accounts
shall
be
determined
by
dividing
the
equivalent
dollar
amount
of
the
capital
gains
distribution
or
dividend
payable
to
participating
holders
by
the
net
asset
value
per
share
of
the
Fund
shares
on
the
valuation
date,
provided
that
the
Fund
shall
not
issue
such
shares
at
a
price
lower
than
95%
of
the
current
market
price
per
share.
The
valuation
date
will
be
the
payable
date
for
such
distribution
or
dividend.
3.
Whenever
the
Fund
declares
a
distribution
from
capital
gains
or
an
income
dividend
payable
only
in
cash,
or
if
the
Fund’s
net
asset
value
per
share
exceeds
the
market
price
per
share
on
the
valuation
date,
Equiniti
shall
apply
the
amount
of
such
dividend
or
distribution
payable
to
participants
to
the
purchase
of
Fund
shares
on
the
open
market
(less
their
pro
rata
share
of
trading
fees
incurred
with
respect
to
open
market
purchases
in
connection
with
the
reinvestment
of
such
dividend
or
distribution).
If,
before
Equiniti
has
completed
its
purchases,
the
market
price
exceeds
the
net
asset
value
per
share,
the
average
per
share
purchase
price
paid
by
Equiniti
may
exceed
the
net
asset
value
of
the
Fund’s
shares,
resulting
in
the
acquisition
of
fewer
shares
than
if
the
dividend
or
capital
gains
distribution
had
been
paid
in
shares
issued
by
the
Fund
at
net
asset
value
per
share.
Such
purchases
will
be
made
promptly
after
the
payable
date
for
such
dividend
or
distribution,
and
in
no
event
more
than
30
days
after
such
date
except
where
temporary
curtailment
or
suspension
of
purchase
is
necessary
to
comply
with
applicable
provisions
of
the
Federal
securities
laws.
4.
A
participant
has
the
option
of
submitting
additional
payments
to
Equiniti,
in
any
amounts
of
at
least
$100,
up
to
a
maximum
of
$5,000
per
month,
for
the
purchase
of
Fund
shares
for
his
or
her
account.
These
payments
may
be
made
electronically
through
Equiniti
at
www.equiniti.
com
or
by
check
payable
to
“Equiniti
Trust
Company,
LLC”
and
sent
to
Equiniti
Trust
Company,
LLC,
P.O.
Box
922,
Wall
Street
Station,
New
York,
NY
10269-0560,
Attention:
Templeton
Emerging
Markets
Fund.
Equiniti
shall
apply
such
payments
(less
a
$5.00
service
charge
and
less
a
pro
rata
share
of
trading
fees)
to
purchases
of
Fund
shares
on
the
open
market,
as
discussed
below
in
paragraph
6.
Equiniti
shall
make
such
purchases
promptly
on
approximately
the
15th
of
each
month
or,
during
a
month
in
which
a
dividend
or
distribution
is
paid,
beginning
on
the
dividend
payment
date,
and
in
no
event
more
than
30
days
after
receipt,
except
where
necessary
to
comply
with
provisions
of
the
Federal
securities
laws.
Any
voluntary
payment
received
less
than
two
business
days
before
an
investment
date
shall
be
invested
during
the
following
month
unless
there
are
more
than
30
days
until
the
next
investment
date,
in
which
case
such
payment
will
be
returned
to
the
participant.
Equiniti
shall
return
to
the
participant
his
or
her
entire
voluntary
cash
payment
upon
written
notice
of
withdrawal
received
by
Equiniti
not
less
than
48
hours
before
such
payment
is
to
be
invested.
Such
written
notice
shall
be
sent
to
Equiniti
by
the
participant,
as
discussed
below
in
paragraph
14.
5.
For
all
purposes
of
the
Plan:
(a)
the
market
price
of
the
Fund’s
shares
on
a
particular
date
shall
be
the
last
sale
price
on
the
New
York
Stock
Exchange
on
that
date
if
a
business
day
and
if
not,
on
the
preceding
business
day,
or
if
there
is
no
sale
on
such
Exchange
on
such
date,
then
the
mean
between
the
closing
bid
and
asked
quotations
for
such
shares
on
such
Exchange
on
such
date,
and
(b)
net
asset
value
per
share
of
the
Fund’s
shares
on
a
particular
date
shall
be
as
determined
by
or
on
behalf
of
the
Fund.
6.
Open
market
purchases
provided
for
above
may
be
made
on
any
securities
exchange
where
Fund
shares
are
traded,
in
the
over-the-counter
market
or
in
negotiated
transactions
and
may
be
on
such
terms
as
to
price,
delivery
and
otherwise
as
Equiniti
shall
determine.
Participant
funds
held
by
Equiniti
uninvested
will
not
bear
interest,
and
it
is
understood
that,
in
any
event,
Equiniti
shall
have
no
liability
in
connection
with
any
inability
to
purchase
Fund
shares
within
30
days
after
the
payable
date
for
any
dividend
or
distribution
as
herein
provided,
or
with
the
timing
of
any
purchases
effected.
Equiniti
shall
have
no
responsibility
Not
part
of
the
Annual
report
TERMS
AND
CONDITIONS
OF
DIVIDEND
REINVESTMENT
AND
CASH
PURCHASE
PLAN
(continued)
as
to
the
value
of
the
Fund
shares
acquired
for
participant
accounts.
For
the
purposes
of
purchases
in
the
open
market,
Equiniti
may
aggregate
purchases
with
those
of
other
participants,
and
the
average
price
(including
trading
fees)
of
all
shares
purchased
by
Equiniti
shall
be
the
price
per
share
allocable
to
all
participants.
7.
Equiniti
will
hold
shares
acquired
pursuant
to
this
Plan,
together
with
the
shares
of
other
participants
acquired
pursuant
to
this
Plan,
in
its
name
or
that
of
its
nominee.
Equiniti
will
forward
to
participants
any
proxy
solicitation
material
and
will
vote
any
shares
so
held
for
participants
only
in
accordance
with
the
proxies
returned
by
participants
to
the
Fund.
Upon
written
request,
Equiniti
will
deliver
to
participants,
without
charge,
a
certificate
or
certificates
for
all
or
a
portion
of
the
full
shares
held
by
Equiniti.
8.
Equiniti
will
confirm
to
participants
each
acquisition
made
for
an
account
as
soon
as
practicable
but
not
later
than
ten
business
days
after
the
date
thereof.
Equiniti
will
send
to
participants
a
detailed
account
statement
showing
total
dividends
and
distributions,
date
of
investment,
shares
acquired
and
price
per
share,
and
total
shares
of
record
for
the
account.
Although
participants
may
from
time
to
time
have
an
undivided
fractional
interest
(computed
to
three
decimal
places)
in
a
share
of
the
Fund,
no
certificates
for
a
fractional
share
will
be
issued.
However,
dividends
and
distributions
on
fractional
shares
will
be
credited
to
participant
accounts.
In
the
event
of
termination
of
an
account
under
the
Plan,
Equiniti
will
adjust
for
any
such
undivided
fractional
interest
in
cash
at
the
market
price
of
the
Fund’s
shares
on
the
date
of
termination.
9.
Any
share
dividends
or
split
shares
distributed
by
the
Fund
on
shares
held
by
Equiniti
for
participants
will
be
credited
to
participant
accounts.
In
the
event
that
the
Fund
makes
available
to
its
shareholders
transferable
rights
to
purchase
additional
Fund
shares
or
other
securities,
Equiniti
will
sell
such
rights
and
apply
the
proceeds
of
the
sale
to
the
purchase
of
additional
Fund
shares
for
the
participant
accounts.
The
shares
held
for
participants
under
the
Plan
will
be
added
to
underlying
shares
held
by
participants
in
calculating
the
number
of
rights
to
be
issued.
10.
Equiniti’s
service
charge
for
capital
gains
or
income
dividend
purchases
will
be
paid
by
the
Fund
when
shares
are
issued
by
the
Fund
or
purchased
on
the
open
market.
Equiniti
will
deduct
a
$5.00
service
charge
from
each
voluntary
cash
payment.
Participants
will
be
charged
a
pro
rata
share
of
trading
fees
on
all
open
market
purchases.
11.
Participants
may
withdraw
shares
from
such
participant’s
account
or
terminate
their
participation
under
the
Plan
by
notifying
Equiniti
in
writing.
Such
withdrawal
or
termination
will
be
effective
immediately
if
notice
is
received
by
Equiniti
not
less
than
two
days
prior
to
any
dividend
or
distribution
record
date;
otherwise
such
withdrawal
or
termination
will
be
effective
after
the
investment
of
any
current
dividend
or
distribution
or
voluntary
cash
payment.
The
Plan
may
be
terminated
by
Equiniti
or
the
Fund
upon
90
days’
notice
in
writing
mailed
to
participants.
Upon
any
withdrawal
or
termination,
Equiniti
will
cause
a
certificate
or
certificates
for
the
full
shares
held
by
Equiniti
for
participants
and
cash
adjustment
for
any
fractional
shares
(valued
at
the
market
value
of
the
shares
at
the
time
of
withdrawal
or
termination)
to
be
delivered
to
participants,
less
any
trading
fees.
Alternatively,
a
participant
may
elect
by
written
notice
to
Equiniti
to
have
Equiniti
sell
part
or
all
of
the
shares
held
for
him
and
to
remit
the
proceeds
to
him.
Equiniti
is
authorized
to
deduct
a
$15.00
service
charge
and
a
$0.12
per
share
trading
fee
for
this
transaction
from
the
proceeds.
If
a
participant
disposes
of
all
shares
registered
in
his
name
on
the
books
of
the
Fund,
Equiniti
may,
at
its
option,
terminate
the
participant’s
account
or
determine
from
the
participant
whether
he
wishes
to
continue
his
participation
in
the
Plan.
12.
These
terms
and
conditions
may
be
amended
or
supplemented
by
Equiniti
or
the
Fund
at
any
time
or
times,
except
when
necessary
or
appropriate
to
comply
with
applicable
law
or
the
rules
or
policies
of
the
U.S.
Securities
and
Exchange
Commission
or
any
other
regulatory
authority,
only
by
mailing
to
participants
appropriate
written
notice
at
least
90
days
prior
to
the
effective
date
thereof.
The
amendment
or
supplement
shall
be
deemed
to
be
accepted
by
participants
unless,
prior
to
the
effective
date
thereof,
Equiniti
receives
written
notice
of
the
termination
of
a
participant
account
under
the
Plan.
Any
such
amendment
may
include
an
appointment
by
Equiniti
in
its
place
and
stead
of
a
successor
Plan
Administrator
under
these
terms
and
conditions,
with
full
power
and
authority
to
perform
all
or
any
of
the
acts
to
be
performed
by
Equiniti
under
these
terms
and
conditions.
Upon
any
such
appointment
of
a
Plan
Administrator
for
the
purpose
of
receiving
dividends
and
distributions,
the
Fund
will
be
authorized
to
pay
to
such
successor
Plan
Administrator,
for
a
participant’s
account,
all
dividends
and
distributions
payable
on
Fund
shares
held
in
a
participant’s
name
or
under
the
Plan
for
retention
or
application
by
such
successor
Plan
Administrator
as
provided
in
these
terms
and
conditions.
Not
part
of
the
Annual
report
TERMS
AND
CONDITIONS
OF
DIVIDEND
REINVESTMENT
AND
CASH
PURCHASE
PLAN
(continued)
13.
Equiniti
shall
at
all
times
act
in
good
faith
and
agree
to
use
its
best
efforts
within
reasonable
limits
to
ensure
the
accuracy
of
all
services
performed
under
this
Agreement
and
to
comply
with
applicable
law,
but
shall
assume
no
responsibility
and
shall
not
be
liable
for
loss
or
damage
due
to
errors
unless
such
error
is
caused
by
Equiniti’s
negligence,
bad
faith
or
willful
misconduct
or
that
of
its
employees.
14.
Any
notice,
instruction,
request
or
election
which
by
any
provision
of
the
Plan
is
required
or
permitted
to
be
given
or
made
by
the
participant
to
Equiniti
shall
be
in
writing
addressed
to
Equiniti
Trust
Company,
LLC,
P.O.
Box
922,
Wall
Street
Station,
New
York,
NY
10269-
0560,
Attention:
Templeton
Emerging
Markets
Fund,
or
www.equiniti.com
or
such
other
address
as
Equiniti
shall
furnish
to
the
participant,
and
shall
have
been
deemed
to
be
given
or
made
when
received
by
Equiniti.
15.
Any
notice
or
other
communication
which
by
any
provision
of
the
Plan
is
required
to
be
given
by
Equiniti
to
the
participant
shall
be
in
writing
and
shall
be
deemed
to
have
been
sufficiently
given
for
all
purposes
by
being
deposited
postage
prepaid
in
a
post
office
letter
box
addressed
to
the
participant
at
his
or
her
address
as
it
shall
last
appear
on
Equiniti’s
records.
The
participant
agrees
to
notify
Equiniti
promptly
of
any
change
of
address.
16.
These
terms
and
conditions
shall
be
governed
by
and
construed
in
accordance
with
the
laws
of
the
State
of
New
York
and
the
rules
and
regulations
of
the
U.S.
Securities
and
Exchange
Commission,
as
they
may
be
amended
from
time
to
time.
©
2024
Franklin
Templeton
Investments.
All
rights
reserved.
Investors
should
be
aware
that
the
value
of
investments
made
for
the
Fund
may
go
down
as
well
as
up.
Like
any
investment
in
securities,
the
value
of
the
Fund’s
portfolio
will
be
subject
to
the
risk
of
loss
from
market,
currency,
economic,
political
and
other
factors.
The
Fund
and
its
investors
are
not
protected
from
such
losses
by
the
investment
manager.
Therefore,
investors
who
cannot
accept
this
risk
should
not
invest
in
shares
of
the
Fund.
To
help
ensure
we
provide
you
with
quality
service,
all
calls
to
and
from
our
service
areas
are
monitored
and/or
recorded.
Annual
Report
Templeton
Emerging
Markets
Fund
Investment
Manager
Transfer
Agent
Fund
Information
Templeton
Asset
Management
Ltd.
Equiniti
Trust
Company,
LLC
6201
15th
Avenue
Brooklyn,
NY
11219
Toll
Free
Number:
(800)
416-5585
Hearing
Impaired
Number:
(866)
703-9077
International
Number:
(718)
921-8124
Hearing
Impaired
International
Number:
(718)
921-8386
www.equiniti.com
(800)
DIAL
BEN
®
/
342-5236
Item 2. Code of Ethics.
| (a) |
The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer. |
(c) N/A
(d) N/A
| (f) |
Pursuant to Item 19(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive
officers and principal financial and accounting officer. |
Item 3. Audit Committee Financial Expert.
| (a)(1) |
The Registrant has an audit committee financial expert serving on its audit committee. |
| (2) |
The audit committee financial experts are Ann Torre Bates and David W. Niemiec and they are “independent” as defined under
the relevant Securities and Exchange Commission Rules and Releases. |
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees
The aggregate fees paid to the principal accountant for professional services
rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally
provided by the principal accountant in connection with statutory and regulatory filings or engagements were $53,545 for the fiscal year
ended August 31, 2024, and $43,608 for the fiscal year ended August 31, 2023.
(b) Audit-Related Fees
There were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant’s
financial statements and are not reported under paragraph (a) of Item 4.
There were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or
under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance
of the audit of their financial statements.
(c) Tax Fees
There were no fees paid to the principal accountant for professional services
rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.
The aggregate fees paid to the principal accountant for professional services
rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common
control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were
$140,000 for the fiscal year ended August 31, 2024, and $70,000 for the fiscal year ended August 31, 2023. The services for which these
fees were paid included global access to tax platform International Tax View.
(d) All Other Fees
The aggregate fees paid to the principal accountant for products and services
rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4 were $0 for
the fiscal year ended August 31, 2024, and $99 for the fiscal year ended August 31, 2023. The services for which these fees were paid
included review of materials provided to the fund Board in connection with the investment management contract renewal process.
The aggregate fees paid to the principal accountant for products and services
rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common
control with the investment adviser that provides ongoing services to the registrant not reported in paragraphs (a)-(c) of Item 4 were
$0 for the fiscal year ended August 31, 2024 and $5,500 for the fiscal year ended August 31, 2023. The services for which these fees were
paid included fees in connection with licenses for accounting and business knowledge platform Viewpoint, for the fiscal year ended August
31, 2023.
(e) (1) The registrant’s audit committee is directly responsible for
approving the services to be provided by 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 to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled
by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where
the non-audit services relate directly to the operations or financial reporting of the registrant; and
(iv) establishment by the audit 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.
(e) (2) None of the services provided to the registrant described in paragraphs
(b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees paid to the principal accountant for services
rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled
by or under common control with the investment adviser that provides ongoing services to the registrant were $140,000 for the fiscal year
ended August 31, 2024, and $75,999 for the fiscal year ended August 31, 2023.
(h) The registrant’s audit committee of the board has considered whether
the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose
role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
(i) N/A
(j) N/A
Item 5. Audit Committee of Listed Registrants.
Members of the Audit Committee are: Ann
Torre Bates, J. Michael Luttig, Terrence J. Checki, David W. Niemiec and Constantine D.
Tseretopoulos.
Item 6. Schedule of Investments. N/A
Item 7. Financial Statements and Financial Highlights for Open-End Management
Investment Companies. N/A
Item 8. Changes in and Disagreements with Accountants for Open-End Management
Investment Companies. N/A
Item 9. Proxy Disclosures for Open-End
Management Investment Companies. N/A
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End
Management Investment Companies. N/A
Item 11. Statement Regarding Basis for Approval of Investment Advisory
Contract.
The information is disclosed as part of the Financial Statements included
in Item 1 of this Form N-CSR, as applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
The board of trustees of the Fund has delegated the authority to vote proxies
related to the portfolio securities held by the Fund to the Fund’s investment manager, Templeton Asset Management Ltd. (Asset Management)
in accordance with the Proxy Voting Policies and Procedures (Policies) adopted by the investment manager.
RESPONSIBILITY OF THE INVESTMENT MANAGERS TO VOTE PROXIES
Franklin Templeton Emerging Markets Equity Group, a separate investment
group within Franklin Templeton, comprised of investment personnel from the SEC-registered investment advisers listed on Appendix A
(hereinafter individually an “Investment Manager” and collectively the “Investment Managers”) have delegated the
administrative duties with respect to voting proxies for securities to the Franklin Templeton Proxy Group. Proxy duties consist of disseminating
proxy materials and analyses of issuers whose stock is owned by any client (including both investment companies and any separate accounts
managed by the Investment Managers) that has either delegated proxy voting administrative responsibility to the Investment Managers or
has asked for information and/or recommendations on the issues to be voted. The Investment Managers will inform advisory clients that
have not delegated the voting responsibility but that have requested voting advice about the Investment Managers’ views on such
proxy votes. The Proxy Group also provides these services to other advisory affiliates of the Investment Managers.
The Proxy Group will process proxy votes on behalf of, and the Investment
Managers vote proxies solely in the best interests of, separate account clients, the Investment Managers’-managed investment company
shareholders, or shareholders of funds that have appointed Franklin Templeton International Services S.à.r.l. (“FTIS S.à.r.l.”)
as the Management Company, provided such funds or clients have properly delegated such responsibility in writing, or, where employee benefit
plan assets subject to the Employee Retirement Income Security Act of 1974, as amended, are involved (“ERISA accounts”), in
the best interests of the plan participants and beneficiaries (collectively, “Advisory Clients”), unless (i) the power to
vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed the Investment Managers
or (ii) the documents otherwise expressly prohibit the Investment Managers from voting proxies. The Investment Managers recognize that
the exercise of voting rights on securities held by ERISA plans for which the Investment Managers have voting responsibility is a fiduciary
duty that must be exercised with care, skill, prudence and diligence.
In certain circumstances, Advisory Clients are permitted to direct
their votes in a solicitation pursuant to the Investment Management Agreement. An Advisory Client that wishes to direct its vote shall
give reasonable prior written notice to the Investment Managers indicating such intention and provide written instructions directing the
Investment Managers or the Proxy Group to vote regarding the solicitation. Where such prior written notice is received, the Proxy Group
will vote proxies in accordance with such written notification received from the Advisory Client.
The Investment Managers have adopted and implemented Proxy Voting Policies
and Procedures (“Proxy Policies”) that they believe are reasonably designed to ensure that proxies are voted in the best interest
of Advisory Clients in accordance with their fiduciary duties and rule 206(4)-6 under the Investment Advisers Act of 1940. To the extent
that the Investment Managers have a subadvisory agreement with an affiliated investment manager (the “Affiliated Subadviser”)
with respect to a particular Advisory Client, the Investment Managers may delegate proxy voting responsibility to the Affiliated Subadviser.
The Investment Managers may also delegate proxy voting responsibility to a subadviser that is not an Affiliated Subadviser in certain
limited situations as disclosed to fund shareholders (e.g., where an Investment Manager to a pooled investment vehicle has engaged a subadviser
that is not an Affiliated Subadviser to manage all or a portion of the assets).
HOW THE INVESTMENT MANAGERS VOTE PROXIES
Proxy Services
All proxies received by the Proxy Group will be voted based upon
the Investment Managers’ instructions and/or policies. To assist it in analyzing proxies of equity securities, the Investment Managers
subscribe to Institutional Shareholder Services Inc. (“ISS”), an unaffiliated third-party corporate governance research service
that provides in-depth analyses of shareholder meeting agendas and vote recommendations. In addition, the Investment Managers subscribe
to ISS’s Proxy Voting Service and Vote Disclosure Service. These services include receipt of proxy ballots, custodian bank relations,
account maintenance, vote execution, ballot reconciliation,
* Rule 38a-1 under the Investment Company
Act of 1940 (“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) (together
the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things,
adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance
Rule Policies and Procedures”).
vote record maintenance, comprehensive reporting capabilities, and vote
disclosure services. Also, the Investment Managers subscribe to Glass, Lewis & Co., LLC (“Glass Lewis”), an unaffiliated
third-party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies,
as well as a limited subscription to its international research.
For accounts managed by the Templeton Global Equity Group (“TGEG”),
in making voting decisions, the Investment Managers may consider Glass Lewis’s Proxy Voting Guidelines, ISS’s Benchmark Policies,
ISS’s Sustainability Policy, and TGEG’s custom sustainability guidelines, which reflect what TGEG believes to be good environmental,
social, and governance practices. Although analyses provided by ISS, Glass Lewis, and/or another independent third-party proxy service
provider (each a “Proxy Service”) are thoroughly reviewed and considered in making a final voting decision, the Investment
Managers do not consider recommendations from a Proxy Service or any third-party to be determinative of the Investment Managers’
ultimate decision. Rather, the Investment Managers exercise their independent judgment in making voting decisions. As a matter of policy,
the officers, directors and employees of the Investment Managers and the Proxy Group will not be influenced by outside sources whose interests
conflict with the interests of Advisory Clients.
For ease of reference, the Proxy Policies often refer to all Advisory
Clients. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual Advisory Clients.
In some cases, the Investment Managers’ evaluation may result in an individual Advisory Client or Investment Manager voting differently,
depending upon the nature and objective of the fund or account, the composition of its portfolio, whether the Investment Manager has adopted
a specialty or custom voting policy, and other factors.
Proxy Services
Certain of the Investment Managers’ separate accounts or funds (or
a portion thereof) are included under Franklin Templeton Investment Solutions (“FTIS”), a separate investment group within
Franklin Templeton, and employ a quantitative strategy.
For such accounts, FTIS’s proprietary methodologies rely on a combination
of quantitative, qualitative, and behavioral analysis rather than fundamental security research and analyst coverage that an actively-managed
portfolio would ordinarily employ. Accordingly, absent client direction, in light of the high number of positions held by such accounts
and the considerable time and effort that would be required to review proxy statements and ISS or Glass Lewis recommendations, the Investment
Manager may review ISS’s non-US Benchmark guidelines, ISS’s specialty guidelines (in particular, ISS’s Sustainability
guidelines), or Glass Lewis’s US guidelines (the “the ISS and Glass Lewis Proxy Voting Guidelines”) and determine, consistent
with the best interest of its clients, to provide standing instructions to the Proxy Group to vote proxies according to the recommendations
of ISS or Glass Lewis.
In addition, the Investment Managers receive in-house voting research
from Franklin Templeton’s Stewardship Team (FT Stewardship). FT Stewardship provides customized research on specific corporate governance
issues that is tailored to the investment manager and corporate engagement undertaken. This research may include opinions on voting decisions,
however there is no obligation or inference for the Investment Manager to formally vote in line with these opinions. This research supports
the independent vote decision making process, and may reduce reliance on third-party advice for certain votes.
The Investment Manager, however, retains the ability to vote a proxy differently
than ISS or Glass Lewis recommends if the Investment Manager determines that it would be in the best interests of Advisory Clients.
Conflicts of Interest
All conflicts of interest will be resolved in the best interests of the
Advisory Clients. The Investment Managers are affiliates of a large, diverse financial services firm with many affiliates and makes its
best efforts to mitigate conflicts of interest. However, as a general matter, the Investment Managers take the position that relationships
between certain affiliates that do not use the “Franklin Templeton” name (“Independent Affiliates”) and an issuer
(e.g., an investment management relationship between an issuer and an Independent Affiliate) do not present a conflict of interest for
an Investment Manager in voting proxies with respect to such issuer because: (i) the Investment Managers operate as an independent business
unit from the Independent Affiliate business units, and (ii) informational barriers exist between the Investment Managers and the Independent
Affiliate business units.
Material conflicts of interest could arise in a variety of situations,
including as a result of the Investment Managers’ or an affiliate’s (other than an Independent Affiliate as described above):
(i) material business relationship with an issuer or proponent, (ii) direct or indirect pecuniary interest in an issuer or proponent;
or (iii) significant personal or family relationship with an issuer or proponent. Material conflicts of interest are identified by the
Proxy Group based upon analyses of client, distributor, broker dealer, and vendor lists, information periodically gathered from directors
and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information
on a best-efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the
Proxy Group relies on the accuracy of the information it receives from such parties.
Nonetheless, even though a potential conflict of interest between the
Investment Managers or an affiliate (other than an Independent Affiliate as described above) and an issuer may exist: (1) the Investment
Managers may vote in opposition to the recommendations of an issuer’s management even if contrary to the recommendations of a third-party
proxy voting research provider; (2) if management has made no recommendations, the Proxy Group may defer to the voting instructions of
the Investment Managers; and (3) with respect to shares held by Franklin Resources, Inc. or its affiliates for their own corporate
accounts, such shares may be voted without regard to these conflict procedures.
Otherwise, in situations where a material conflict of interest is identified
between the Investment Managers or one of its affiliates (other than Independent Affiliates) and an issuer, the Proxy Group may vote consistent
with the voting recommendation of a Proxy Service or send the proxy directly to the relevant Advisory Clients with the Investment Managers’
recommendation regarding the vote for approval. To address certain affiliate conflict situations, the Investment Managers will employ
pass-through voting or mirror voting when required pursuant to a fund’s governing documents or applicable law.
Where the Proxy Group refers a matter to an Advisory Client, it may rely
upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board,
or an appointed delegate in the case of a U.S. registered investment company, a conducting officer in the case of a fund that has appointed
FTIS S.à.r.l as its Management Company, the Independent Review Committee for Canadian investment funds, or a plan administrator
in the case of an employee benefit plan. A quorum of the board of directors or trustees or of a committee of the board can be reached
by a majority of members, or a majority of non-recused members. The Proxy Group may determine to vote all shares held by Advisory Clients
of the Investment Managers and affiliated Investment Managers (other than Independent Affiliates) in accordance with the instructions
of one or more of the Advisory Clients.
The Investment Managers may also decide whether to vote proxies for securities
deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting date. The Investment Managers
may consider various factors in deciding whether to vote such proxies, including the Investment Managers’ long-term view of the
issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client. The Investment Managers
also may be unable to vote, or choose not to vote, a proxy for securities deemed to present a conflict of interest for any of the reasons
outlined in the first paragraph of the section of these policies entitled “Proxy Procedures.”
Weight Given Management Recommendations
One of the primary factors the Investment Managers consider when determining
the desirability of investing in a particular company is the quality and depth of that company’s management. Accordingly, the recommendation
of management on any issue is a factor that the Investment Managers consider in determining how proxies should be voted. However, the
Investment Managers do not consider recommendations from management to be determinative of the Investment Managers’ ultimate decision.
Each issue is considered on its own merits, and the Investment Managers will not support the position of a company’s management
in any situation where it determines that the ratification of management’s position would adversely affect the investment merits
of owning that company’s shares.
Engagement with Issuers
The Investment Managers believe that engagement with issuers is important
to good corporate governance and to assist in making proxy voting decisions. The Investment Managers may engage with issuers to discuss
specific ballot items to be voted on in advance of an annual or special meeting to obtain further information or clarification on the
proposals. The Investment Managers may also engage with management on a range of environmental, social or corporate governance issues
throughout the year.
THE PROXY GROUP
The Proxy Group is part of Franklin Templeton’s Stewardship Team.
Full-time staff members and support staff are devoted to proxy voting administration and oversight and providing support and assistance
where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations
that they receive from a Proxy Service or other sources. The Proxy Group maintains a record of all shareholder meetings that are scheduled
for companies whose securities are held by the Investment Managers’ managed funds and accounts. For each shareholder meeting, a
member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the agenda, analyses
of one or more Proxy Services, recommendations and any other information provided to the Proxy Group. Except in situations identified
as presenting material conflicts of interest, the Investment Managers’ research analyst and relevant portfolio manager(s) are responsible
for making the final voting decision based on their review of the agenda, analyses of one or more Proxy Services, proxy statements, their
knowledge of the company and any other information publicly available.
In situations where the Investment Managers have not responded with vote
recommendations to the Proxy Group by the deadline date, the Proxy Group may vote consistent with the vote recommendations of a Proxy
Service. Except in cases where the Proxy Group is voting consistent with the voting recommendation of a Proxy Service, the Proxy Group
must obtain voting instructions from the Investment Managers’ research analysts, relevant portfolio manager(s), legal counsel and/or
the Advisory Client prior to submitting the vote. In the event that an account holds a security that an Investment Manager did not purchase
on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy
Group may vote consistent with the voting recommendations of a Proxy Service or take no action on the meeting.
PROXY ADMINISTRATION PROCEDURES
Situations Where Proxies Are Not Voted
The Proxy Group is fully cognizant of its responsibility to process proxies
and maintain proxy records as may be required by relevant rules and regulations. In addition, the Investment Managers understand their
fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, the Investment Managers
will generally attempt to process every proxy they receive for all domestic and foreign securities.
However, there may be situations in which the Investment Managers may
be unable to successfully vote a proxy, or may choose not to vote a proxy, such as where: (i) a proxy ballot was not received from the
custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined
that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain
markets that preclude the ability to dispose of a security if an Investment Manager votes a proxy or where the Investment Manager is prohibited
from voting by applicable law, economic or other sanctions, or other regulatory or market requirements, including but not limited to,
effective Powers of Attorney; (v) additional documentation or the disclosure of beneficial owner details is required; (vi) the Investment
Managers held shares on the record date but has sold them prior to the meeting date; (vii) the Advisory Client held shares on the record
date, but the Advisory Client closed the account prior to the meeting date; (viii) a proxy voting service is not offered by the custodian
in the market; (ix) due to either system error or human error, the Investment Managers’ intended vote is not correctly submitted;
(x) the Investment Managers believe it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated
herein; or (xi) a security is subject to a securities lending or similar program that has transferred legal title to the security to another
person.
Rejected Votes
Even if the Investment Managers use reasonable efforts to vote a proxy
on behalf of their Advisory Clients, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by
one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the
issuer for which the Investment Managers do not have sufficient notice; or (c) the exercise by the issuer of its discretion to reject
the vote of the Investment Managers. In addition, despite the best efforts of the Proxy Group and its agents, there may be situations
where the Investment Managers’ votes are not received, or properly tabulated, by an issuer or the issuer’s agent.
Securities on Loan
The Investment Managers or their affiliates may, on behalf of one or more
of the proprietary registered investment companies advised by the Investment Managers or their affiliates, make efforts to recall any
security on loan where the Investment Manager or its affiliates (a) learn of a vote on an event that may materially affect a security
on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security
for voting purposes. The ability to timely recall shares is not entirely within the control of the Investment Managers. Under certain
circumstances, the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates
or other administrative considerations.
Split Voting
There may be instances in certain non-U.S. markets where split voting
is not allowed. Split voting occurs when a position held within an account is voted in accordance with two differing instructions. Some
markets and/or issuers only allow voting on an entire position and do not accept split voting. In certain cases, when more than one Franklin
Templeton investment manager has accounts holding shares of an issuer that are held in an omnibus structure, the Proxy Group will seek
direction from an appropriate representative of the Advisory Client with multiple Investment Managers (such as a conducting officer of
the Management Company in the case of a SICAV), or the Proxy Group will submit the vote based on the voting instructions provided by the
Investment Manager with accounts holding the greatest number of shares of the security within the omnibus structure.
Bundled Items
If several issues are bundled together in a single voting item, the Investment
Managers will assess the total benefit to shareholders and the extent that such issues should be subject to separate voting proposals.
PROCEDURES FOR MEETINGS INVOLVING FIXED INCOME SECURITIES & PRIVATELY
HELD ISSUERS
From time to time, certain custodians may process events for fixed income
securities through their proxy voting channels rather than corporate action channels for administrative convenience. In such cases, the
Proxy Group will receive ballots for such events on the ISS voting platform. The Proxy Group will solicit voting instructions from the
Investment Managers for each account or fund involved. If the Proxy Group does not receive voting instructions from the Investment Managers,
the Proxy Group will take no action on the event. The Investment Managers may be unable to vote a proxy for a fixed income security, or
may choose not to vote a proxy, for the reasons described under the section entitled “Proxy Procedures.”
In the rare instance where there is a vote for a privately held issuer,
the decision will generally be made by the relevant portfolio managers or research analysts.
The Proxy Group will monitor such meetings involving fixed income securities
or privately held issuers for conflicts of interest in accordance with these procedures. If a fixed income or privately held issuer is
flagged as a potential conflict of interest, the Investment Managers may nonetheless vote as it deems in the best interests of its Advisory
Clients. The Investment Managers will report such decisions on an annual basis to Advisory Clients as may be required.
Appendix A
These Proxy Policies apply to accounts managed by personnel within Franklin
Templeton Emerging Markets Equity Group, which includes the following Investment Managers:
Franklin Templeton Investment Management Limited
Templeton Asset Management Ltd.
Franklin Templeton Investments (ME) Limited
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) As of October 31, 2024, the portfolio managers of the Fund are as
follows:
Chetan Sehgal CFA, Director of Global Emerging Markets/Small Cap
Strategies of the Templeton Emerging Markets Group and portfolio manager of Asset Management
Mr. Sehgal has been a portfolio manager of the emerging markets equity portion
of the Fund since March 2017. He joined Franklin Templeton Investments in 1995.
Andrew Ness, ASIP, Portfolio Manager of FTIML
Mr. Ness has been portfolio manager of the Fund since April 2021. He joined
Franklin Templeton in 2018. Prior to joining Franklin Templeton, he was a portfolio manager at Martin Currie Investment Management Limited.,
an Edinburg based asset manager.
Messrs. Sehgal and Ness are jointly and primarily responsible for the day-to-day
management of the Fund. Each manager has equal authority over all aspects of the Fund’s investment portfolio, including, but not
limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance
with anticipated investment management requirements. The degree to which each portfolio manager may perform these functions, and the nature
of these functions, may change from time to time.
CFA and Chartered Financial Analyst are trademarks owned by CFA Institute.
ASIP stands for Associate of the United Kingdom Society for Investment
Professionals (now CFA Society of the United Kingdom).
(a)(2) This section reflects information about the portfolio manager as
of the fiscal year ended August 31, 2024.
The following table shows the number of other accounts managed by each portfolio
manager and the total assets in the accounts managed within each category:
|
Name |
Number of Other Registered Investment
Companies Managed1 |
Assets of Other Registered Investment
Companies Managed
(x $1 million)1 |
Number of Other Pooled Investment
Vehicles Managed1 |
Assets of Other Pooled Investment
Vehicles Managed
(x $1 million)1 |
Number of Other Accounts Managed1 |
Assets of Other Accounts Managed
(x $1 million)1 |
| Chetan
Sehgal |
5 |
2,033.6 |
12 |
6,845.4 |
32 |
843.8 |
| Andrew
Ness |
4 |
1,679.6 |
7 |
4,851.8 |
22 |
669.3 |
|
1. |
The various pooled investment vehicles and accounts listed are managed by a team of investment
professionals. Accordingly, the individual manager listed would not be solely responsible for managing such listed amounts. |
|
2. |
Of these accounts, Messrs. Sehgal and Ness both manage one other account with $669.1 million
in assets with a performance fee. |
Portfolio managers that provide investment services to the Fund may also
provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory
fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation
(as noted, in the chart above, if any). This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As
a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation
of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures
help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different
advisory fees.
Conflicts. The management of multiple funds, including the Fund,
and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks,
time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts.
The investment manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers
focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment
strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry
and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. As noted
above, the separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce
potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities
selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than
one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity
across all eligible funds and other accounts. The investment manager seeks to manage such potential conflicts by using procedures intended
to provide a fair allocation of buy and sell opportunities among funds and other accounts.
The structure of a portfolio manager’s compensation may give rise
to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities
that include increased assets under management. As such, there may be a relationship between a portfolio manager’s marketing or
sales efforts and his or her bonus.
Finally, the management of personal accounts by a portfolio manager may
give rise to potential conflicts of interest. While the funds and the manager have adopted a code of ethics which they believe contains
provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their
personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts
of interest.
The manager and the Fund have adopted certain compliance procedures that
are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and
every situation where a conflict arises.
Compensation. The investment manager seeks to maintain a compensation
program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive
a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation
is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s
level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or
account over another. Each portfolio manager’s compensation consists of the following three elements:
Base salary Each portfolio manager is paid a base salary.
Annual bonus Annual bonuses are structured to align the
interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual
bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Resources stock (17.5% to 25%) and mutual fund shares
(17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial
performance of both Resources and mutual funds advised by the investment manager. The bonus plan is intended to provide a competitive
level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns
the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the investment manager and/or
other officers of the investment manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio
managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:
- Investment performance. Primary consideration is given
to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax
performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.
- Non-investment performance. The more qualitative contributions
of the portfolio manager to the investment manager’s business and the investment management team, including professional knowledge,
productivity, responsiveness to client needs and communication, are evaluated in determining the amount of any bonus award.
- Responsibilities. The characteristics and complexity of funds managed
by the portfolio manager are factored in the investment manager’s appraisal.
Additional long-term equity-based compensation
Portfolio managers may also be awarded restricted shares or units of Resources stock or restricted shares or units of one or more mutual
funds. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.
Benefits Portfolio managers also participate in benefit plans and
programs available generally to all employees of the investment manager.
Ownership of Fund shares. The
investment manager has a policy of encouraging portfolio managers to invest in the funds they manage. Exceptions arise when, for example,
a fund is closed to new investors or when tax considerations or jurisdictional constraints cause such an investment to be inappropriate
for the portfolio manager. The following is the dollar range of Fund shares beneficially owned by each portfolio manager (such amounts
may change from time to time):
|
Portfolio Manager |
Dollar Range of Fund
Shares Beneficially
Owned |
| Chetan
Sehgal |
None |
| Andrew
Ness |
None |
Note: Because the portfolio managers are all foreign nationals, they do
not hold shares in this U.S. registered Fund; however they own shares in other similar Franklin Templeton funds managed by them, registered
offshore and appropriate for foreign nationals.
Item 14. Purchases of Equity Securities
by Closed-End Management Investment Company and Affiliated Purchasers.
| |
(a) |
(b) |
(c) |
(d) |
| Period |
Total
Number of Shares Purchased |
Average
Price Paid per Share |
Total
Number of Shares Purchased as Part of Publicly Announced Plans or Program |
Maximum
Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
| Month
#1 (3/1/24 - 3/31/24) |
39,234.000 |
11.82 |
39,234.000 |
857,710.00 |
| Month
#2 (4/1/24 - 4/30/24) |
60,727.000 |
11.69 |
60,727.000 |
796,983.00 |
| Month
#3 (5/1/24 - 5/31/24) |
23,580.000 |
12.33 |
23,580.000 |
773,403.00 |
| Month
#4 (6/1/24 - 6/30/24) |
31,081.000 |
12.26 |
31,081.000 |
742,322.00 |
| Month
#5 (7/1/24 - 7/31/24) |
17,585.000 |
12.67 |
17,585.000 |
724,737.00 |
| Month
#6 (8/1/24 - 8/31/24) |
13,911.000 |
12.57 |
13,911.000 |
710,826.00 |
| Total |
186,118.000 |
|
186,118.000 |
|
The Board previously authorized an open-market share repurchase program
pursuant to which the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management.
Effective December 13, 2018, the Board approved a modification to its existing open-market share repurchase program to authorize the Fund
to repurchase an additional 10% of the Fund’s shares outstanding in open market transactions, at the discretion of management. Since
the inception of the program, the Fund had repurchased a total of 2,809,986 shares.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend
nominees to the Registrant’s Board of Trustees that would require disclosure herein.
Item 16. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures.
The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information
required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company
Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and
Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive
officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s
management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Within 90 days prior to the filing date of this Shareholder Report on Form
N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management,
including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness
of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s
principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are
effective.
(b) Changes in Internal Controls. There have been
no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report
that has materially affected or is reasonably likely to materially affect the internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management
Investment Company.
Securities lending agent The board of trustees has approved the Fund’s
participation in a securities lending program. Under the securities lending program, JP Morgan Chase Bank serves as the Fund’s securities
lending agent.
For the fiscal year ended August 31, 2024, the income earned by the Fund
as well as the fees and/or compensation paid by the Fund in dollars pursuant to a securities lending agreement between the Trust with
respect to the Fund and the Securities Lending Agent were as follows (figures may differ from those shown in shareholder reports due to
time of availability and use of estimates):
| Gross
income earned by the Fund from securities lending activities |
$6,649
|
| Fees
and/or compensation paid by the Fund for securities lending activities and related services |
|
| Fees
paid to Securities Lending Agent from revenue split |
$523
|
| Fees
paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) not included
in a revenue split |
- |
| Administrative
fees not included in a revenue split |
- |
| Indemnification
fees not included in a revenue split |
- |
| Rebate
(paid to borrower) |
$116
|
| Other
fees not included above |
$49
|
| Aggregate
fees/compensation paid by the Fund for securities lending activities |
$688
|
| Net
income from securities lending activities |
$5,961
|
Item 18. Recovery of Erroneously Awarded Compensation.
(a) N/A
(b) N/A
Item 19. Exhibits.
(a)(1) Code of Ethics
(a)(2) Certifications pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief
Financial Officer, Chief Accounting Officer and Treasurer
(b) Certifications pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief
Financial Officer, Chief Accounting Officer and Treasurer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TEMPLETON EMERGING MARKETS FUND
| By |
/s/ CHRISTOPHER KINGS |
|
| |
Christopher Kings |
|
| |
Chief Executive Officer - Finance and Administration |
|
| |
|
|
| Date |
October 31, 2024 |
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
| By |
/s/ CHRISTOPHER KINGS |
|
| |
Christopher Kings |
|
| |
Chief Executive Officer - Finance and Administration |
|
| |
|
|
| Date |
October 31, 2024 |
|
| By |
/s/ JEFFREY WHITE |
|
| |
Jeffrey White |
|
| |
Chief Financial Officer, Chief Accounting Officer and Treasurer |
|
| |
|
|
| Date |
October 31, 2024 |
|
Code of Ethics for Principal Executives & Senior
Financial Officers
|
|
Revised December 19, 2014 |
|
|
FRANKLIN TEMPLETON FUNDS
CODE OF ETHICS FOR PRINCIPAL
EXECUTIVES AND SENIOR FINANCIAL
OFFICERS
I.
Covered Officers and Purpose of the
Code
This code of ethics (the "Code") applies to the Principal
Executive Officers, Principal Financial Officer and Principal Accounting
Officer (the "Covered Officers," each of whom is set forth in Exhibit
A) of each investment company advised by a Franklin Resources subsidiary and
that is registered with the United States Securities & Exchange Commission
(“SEC”) (collectively, "FT Funds") for the purpose of promoting:
Honest and ethical conduct, including the ethical resolution of
actual or apparent conflicts of interest between personal and professional
relationships;
Full, fair, accurate, timely and understandable disclosure in
reports and documents
that a
registrant files with, or submits to, the SEC and in other public
communications made by or on behalf of the FT
Funds;
Compliance with applicable laws and governmental rules and
regulations;
The prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code;
and
Accountability for adherence to the
Code.
Each Covered Officer will be expected to adhere to a high standard of
business ethics and must be sensitive to situations that may give rise to
actual as well as apparent conflicts of interest.
Rule
38a-1
under
the Investment
Company
Act
of
1940
(“1940
Act”)
and
Rule
206(4)-7
under
the
Investment
Advisers
Act
of 1940 (“Advisers Act”) (together the
“Compliance Rule”) require registered investment companies and registered
investment advisers to, among other things, adopt and implement written
policies and procedures reasonably designed to prevent violations of the
federal securities laws (“Compliance Rule Policies and
Procedures”).
CONFIDENTIAL INFORMATION. This document is
the proprietary product of Franklin Templeton Investments. It may NOT be
distributed outside the company unless it is made subject to a non-disclosure
agreement and/or such release receives authorization by an FTI Chief Compliance
Officer. Any unauthorized use, reproduction or transfer of this document is
strictly prohibited. Franklin Templeton Investments © 2014. All Rights
Reserved.
II.
Other Policies and
Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder.
Franklin Resources, Inc. has separately adopted the
Code of Ethics and
Business Conduct (“Business Conduct”), which is applicable to all
officers, directors and employees of Franklin Resources, Inc., including
Covered Officers. It summarizes the values, principles and business practices
that guide the employee’s business conduct and also provides a set of basic
principles to guide officers, directors and employees regarding the minimum
ethical requirements expected of them. It supplements the values, principles
and business conduct identified in the Code and other existing employee
policies.
Additionally, the Franklin Templeton Funds have separately adopted the FTI
Personal Investments and Insider Trading Policy governing personal
securities trading and other related matters. The Code for Insider Trading
provides for separate requirements that apply to the Covered Officers and
others, and therefore is not part of this Code.
Insofar as other policies or procedures of Franklin Resources, Inc., the
Funds, the Funds’ adviser, principal underwriter, or other service providers
govern or purport to govern the behavior or activities of the Covered Officers
who are subject to this Code, they are superceded by this Code to the extent
that they overlap or conflict with the provisions of this Code. Please review
these other documents or consult with the Legal Department if have questions
regarding the applicability of these policies to
you.
III.
Covered Officers Should Handle Ethically Actual and Apparent Conflicts
of Interest
Overview. A "conflict of interest" occurs when a Covered
Officer's private interest interferes with the interests of, or his or her
service to, the FT Funds. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of apposition with the FT Funds.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the FT Funds and already are subject to conflict of
interest provisions in the Investment Company Act of 1940 ("Investment
Company Act") and the Investment Advisers Act of 1940 ("Investment
Advisers Act"). For example, Covered Officers may not individually engage
in certain transactions (such as the purchase or sale of securities or other
property) with the FT Funds because of their status as "affiliated
persons" of the FT Funds. The FT Funds’ and the investment advisers’ compliance
programs and procedures are designed to prevent, or identify and correct,
violations of these provisions. This Code does not, and is not intended to,
repeat or replace these programs and procedures, and such conflicts fall
outside of the parameters of this Code.
Although
typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between
the FT Funds, the investment advisers and the fund administrator of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the FT Funds, for the adviser, the administrator, or
for all three), be involved in
establishing policies and implementing decisions that will have different
effects on the adviser, administrator and the FT Funds. The participation of
the Covered Officers in such activities is inherent in the contractual
relationship between the FT Funds, the adviser, and the administrator and is
consistent with the performance by the Covered Officers of their duties as
officers of the FT Funds. Thus, if performed in conformity with the provisions
of the Investment Company Act and the Investment Advisers Act, such activities
will be deemed to have been handled ethically. In addition, it is recognized by
the FT Funds' Boards of Directors ("Boards") that the Covered
Officers may also be officers or employees of one or more other investment
companies covered by this or other codes.
Other conflicts
of interest are covered by the Code, even if such conflicts of interest are not
subject to provisions in the Investment Company Act and the Investment Advisers
Act. The following list provides examples of conflicts of interest under the
Code, but Covered Officers should keep in mind that these examples are not
exhaustive. The overarching principle is that the personal interest of a
Covered Officer should not be placed improperly before the interest of the FT
Funds.
Each Covered Officer must:
Not use his or her personal influence or personal relationships
improperly to influence investment decisions or financial reporting by the FT
Funds whereby the Covered
Officer
would benefit personally to the detriment of the FT
Funds;
Not cause the FT Funds to take action, or fail to take action,
for the individual personal benefit of the Covered Officer rather than the
benefit the FT
Funds;
Not retaliate against any other Covered Officer or any employee
of the FT Funds or their affiliated persons for reports of potential violations
that are made in good
faith;
Report at least annually the following affiliations or other
relationships:
1
all directorships for public companies and all companies that are
required to file reports with the
SEC;
any direct or indirect business relationship with any independent
directors of
the FT
Funds;
any direct or indirect business relationship with any independent
public accounting firm (which are not related to the routine issues related to
the
firm’s service as the Covered
Persons accountant);
and
any direct or indirect interest in any transaction with any FT
Fund that will benefit the officer (not including benefits derived from the
advisory, sub-advisory, distribution or service agreements with affiliates of
Franklin
Resources).
These reports will be reviewed
by the Legal Department for compliance with the Code.
There are some
conflict of interest situations that should always be approved in writing by
Franklin Resources General Counsel or Deputy General Counsel, if material.
Examples of these include
2
:
Service as a director on the board of any public or private
Company.
Reporting
of
these
affiliations
or
other
relationships
shall
be
made
by
completing
the
annual
Directors
and
Officers
Questionnaire and returning the
questionnaire to Franklin Resources Inc, General Counsel or Deputy General
Counsel.
Any
activity
or
relationship
that
would
present
a
conflict
for
a
Covered Officer
may
also
present
a
conflict
for
the
Covered Officer
if a member of the Covered Officer's
immediate family engages in such an activity or has such a relationship. The
Cover Person should also obtain written approval by FT’s General Counsel in
such situations.
The receipt of any gifts in excess of $100 from any person, from
any corporation
or association.
The receipt of any entertainment from any Company with which the
FT Funds has current or prospective business dealings unless such entertainment
is business related, reasonable in cost, appropriate as to time and place, and
not so frequent as to raise
any
question of impropriety. Notwithstanding the foregoing, the Covered Officers
must obtain prior approval from the Franklin Resources General Counsel for any
entertainment with a value in excess of
$1000.
Any ownership interest in, or any consulting or employment
relationship with, any of
the FT
Fund’s service providers, other than an investment adviser, principal
underwriter, administrator or any affiliated person
thereof.
A direct or indirect financial interest in commissions,
transaction charges or spreads paid by the FT Funds for effecting portfolio
transactions or for selling or redeeming shares other than an interest arising
from the Covered Officer's employment, such as compensation or equity
ownership.
Franklin Resources General Counsel or Deputy General Counsel will
provide a report
to the FT Funds
Audit Committee of any approvals granted at the next regularly scheduled
meeting.
IV.
Disclosure and
Compliance
Each Covered Officer should familiarize himself with the
disclosure
requirements generally
applicable to the FT
Funds;
Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the FT Funds to others, whether within or
outside the FT Funds, including to the FT Funds’ directors and auditors, and to
governmental
regulators and
self-regulatory
organizations;
Each Covered Officer should, to the extent appropriate within his
or her area of responsibility, consult with other officers and employees of the
FT Funds, the FT Fund’s adviser and the administrator with the goal of
promoting full, fair, accurate, timely and understandable disclosure in the
reports and documents the FT Funds file with, or submit to, the SEC and in
other public communications made by the FT Funds;
and
It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by applicable laws,
rules and
regulations.
V.
Reporting and Accountability
Each Covered Officer must:
Upon becoming a covered officer affirm in writing to the Board
that he or she has received, read, and understands the Code (see Exhibit
B);
Annually thereafter affirm to the Board that he has complied with
the requirements of
the Code;
and
Notify Franklin Resources’ General Counsel or Deputy General
Counsel promptly if he or she knows of any violation of this Code. Failure to
do so is itself is a violation of
this
Code.
Franklin
Resources’ General Counsel and Deputy General Counsel are responsible for
applying this Code to specific situations in which questions are presented
under it and have the authority to interpret this Code in any particular
situation.
3
However, the
Independent Directors of the respective FT Funds will consider any approvals or
waivers
4
sought by any
Chief Executive Officers of the Funds.
The FT Funds will follow these
procedures in investigating and enforcing this Code:
Franklin Resources General Counsel or Deputy General Counsel will
take all
appropriate action to
investigate any potential violations reported to the Legal
Department;
If, after such investigation, the General Counsel or Deputy General
Counsel believes that no violation has occurred, The General Counsel is not
required to take any
further
action;
Any matter that the General Counsel or Deputy General Counsel
believes is a
violation will be
reported to the Independent Directors of the appropriate FT
Fund;
If the Independent Directors concur that a violation has
occurred, it will inform and make a recommendation to the Board of the
appropriate FT Fund or Funds, which will
consider
appropriate action, which may include review of, and appropriate modifications
to, applicable policies and procedures; notification to appropriate personnel
of the investment adviser or its board; or a recommendation to dismiss the
Covered
Officer;
The Independent Directors will be responsible for granting waivers,
as appropriate;
and
Any changes to or waivers of this Code will, to the extent
required, are disclosed
as provided
by SEC
rules.
5
VI.
Other Policies and
Procedures
This Code shall be the sole code of ethics adopted by the FT Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the FT Funds, the FT Funds' advisers, principal
underwriter, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code. The FTI Personal Investments and Insider
Trading Policy, adopted by the FT Funds, FT investment advisers and FT Fund’s
principal underwriter pursuant to Rule 17j-1 under the Investment Company Act,
the Code of Ethics and Business Conduct and more detailed policies and procedures
set forth in FT’s Employee Handbook are separate requirements applying to the
Covered Officers and others, and are not part of this
Code.
Franklin
Resources
General
Counsel
and
Deputy
General
Counsel
are
authorized
to
consult,
as
appropriate,
with
members
of
the
Audit
Committee, counsel
to
the
FT
Funds
and
counsel
to
the
Independent
Directors,
and
are
encouraged
to
do
so.
Item
2
of
Form
N-CSR
defines
"waiver"
as
"the
approval
by
the
registrant
of
a
material
departure
from
a
provision
of
the
code
of
ethics" and
"implicit waiver," which must also be disclosed, as "the
registrant's failure to take action within a reasonable period of time
regarding a material departure from a provision of the code of ethics that has
been made known to an executive officer" of the registrant. See Part X.
Any amendments
to this Code, other than amendments to Exhibit A, must be approved or ratified
by a majority vote of the FT Funds’ Board including a majority of independent
directors.
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the FT Funds’ Board and their counsel.
The Code is intended solely for the internal use by the FT Funds and does
not constitute an admission, by or on behalf of any FT Funds, as to any fact,
circumstance, or legal conclusion.
X.
Disclosure on Form
N-CSR
Item 2 of Form
N-CSR requires a registered management investment company to disclose annually
whether, as of the end of the period covered by the report, it has adopted a
code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these officers are
employed by the registrant or a third party. If the registrant has not adopted
such a code of ethics, it must explain why it has not done so.
The
registrant must also: (1) file with the SEC a copy of the code as an exhibit to
its annual report; (2) post the text of the code on its Internet website and
disclose, in its most recent report on Form N-CSR, its Internet address and the
fact that it has posted the code on its Internet website; or (3) undertake in
its most recent report on Form N-CSR to provide to any person without charge,
upon request, a copy of the code and explain the manner in which such request
may be made. Disclosure is also required of amendments to, or waivers
(including implicit waivers) from, a provision of the code in the registrant's
annual report on Form N-CSR or on its website. If the registrant intends to
satisfy the requirement to disclose amendments and waivers by posting such
information on its website, it will be required to disclose its Internet
address and this
intention.
The Legal Department shall be
responsible for ensuring that:
a copy of the Code is filed with the SEC as an exhibit to each
Fund’s annual report;
and
any amendments to, or waivers (including implicit waivers) from,
a provision of the
Code is
disclosed in the registrant's annual report on Form
N-CSR.
In the event that the foregoing disclosure is omitted or is determined to
be incorrect, the Legal Department shall promptly file such information with
the SEC as an amendment to Form N-CSR.
In such an event, the Fund Chief Compliance Officer shall review the Code
and propose such changes to the Code as are necessary or appropriate to prevent
reoccurrences.
EXHIBIT A
Persons
Covered by the Franklin Templeton Funds Code of Ethics
July 10, 2023
FRANKLIN
GROUP OF FUNDS
Edward
Perks President
and Chief Executive Officer – Investment Management
Greg
Johnson Chairman
of the Board and Vice
President
Michael
McCarthy President
and Chief Executive Officer – Investment Management
Sonal Desai,
Ph
D President and Chief
Executive Officer – Investment Management
Matthew
Hinkle Chief
Executive Officer – Finance and
Administration
Christopher Kings Chief Financial
Officer and Chief Accounting Officer and Treasurer
FRANKLIN MUTUAL SERIES FUNDS
Christian
K. Correa Chief Executive Officer – Investment Management
Matthew
Hinkle Chief
Executive Officer – Finance and Administration
Christopher
Kings Chief Financial Officer and Chief Accounting Officer
and Treasurer
FRANKLIN ALTERNATIVE STRATEGIES FUNDS
Brooks
Ritchey President
and Chief Executive Officer – Investment Management
Matthew
Hinkle Chief
Executive Officer – Finance and
Administration
Christopher Kings Chief
Financial Officer, Chief Accounting Officer and Treasurer
TEMPLETON GROUP OF FUNDS
Greg
Johnson Chairman of the Board and Vice
President
Manraj
S.
Sekhon President and
Chief Executive Officer – Investment Management
Michael Hasenstab, Ph.D. President and Chief
Executive Officer – Investment Management
Alan
Bartlett President
and Chief Executive Officer – Investment Management
Matthew
Hinkle Chief
Executive Officer – Finance and
Administration
Christopher Kings Chief Financial
Officer, Chief Accounting Officer and Treasurer
Exhibit B ACKNOWLEDGMENT FORM
Franklin Templeton Funds
Code of Ethics
For
Principal Executives and Senior Financial Officers
Instructions:
1.
Complete all sections of this
form.
2.
Print
the completed form, sign, and
date.
Submit completed form to FT’s General Counsel c/o Code of Ethics
Administration within 10 days of becoming a Covered Officer and by February
15th of each subsequent year.
E-mail: Code
of Ethics Inquiries & Requests (internal address);
lpreclear@franklintempleton.com
(external
address)
|
Covered Officer’s Name:
|
|
|
Title:
|
|
|
Department:
|
|
|
Location:
|
|
|
Certification
for Year Ending:
|
|
To: Franklin
Resources General Counsel, Legal Department
I acknowledge
receiving, reading and understanding the Franklin Templeton Fund’s Code of
Ethics for Principal Executive Officers and Senior Financial Officers (the
“Code”). I will comply fully with all provisions of the Code to the extent they
apply to me during the period of my employment. I further understand and
acknowledge that any violation of the Code may subject me to disciplinary
action, including termination of employment.
I, Christopher Kings, certify that:
| 1. | I have reviewed this report on Form N-CSR of Templeton Emerging Markets Fund; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this
report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting. |
10/31/2024
| /s/ CHRISTOPHER KINGS |
|
| Christopher Kings |
|
| Chief Executive Officer - Finance and Administration |
|
I, Jeffrey White, certify that:
| 1. | I have reviewed this report on Form N-CSR of Templeton Emerging Markets Fund; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this
report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
| (b) | Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of
the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any
change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize, and report financial information; and |
| (b) | Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
10/31/2024
| /s/ JEFFREY WHITE |
|
| Jeffrey White |
|
| Chief Financial Officer, Chief Accounting Officer and Treasurer |
|
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION
1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Kings, Chief Executive Officer of the Templeton Emerging Markets Fund (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| 1. | The periodic report on Form N-CSR of the Registrant for the period ended 8/31/2024 (the “Form N-CSR”) fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations
of the Registrant. |
Dated: 10/31/2024
| /s/ CHRISTOPHER KINGS |
|
| Christopher Kings |
|
| Chief Executive Officer - Finance and Administration |
|
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION
1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey White, Chief Financial Officer of the Templeton Emerging Markets Fund (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:
| 1. | The periodic report on Form N-CSR of the Registrant for the period ended 8/31/2024 (the “Form N-CSR”) fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations
of the Registrant. |
Dated: 10/31/2024
| /s/ JEFFREY WHITE |
|
| Jeffrey White |
|
| Chief Financial Officer, Chief Accounting Officer and Treasurer |
|
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