0001752724-19-161619.txt : 20191114
0001752724-19-161619.hdr.sgml : 20191114
20191114102023
ACCESSION NUMBER: 0001752724-19-161619
CONFORMED SUBMISSION TYPE: N-CEN
PUBLIC DOCUMENT COUNT: 7
CONFORMED PERIOD OF REPORT: 20190831
FILED AS OF DATE: 20191114
DATE AS OF CHANGE: 20191114
EFFECTIVENESS DATE: 20191114
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TEMPLETON EMERGING MARKETS FUND
CENTRAL INDEX KEY: 0000809708
IRS NUMBER: 592767040
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: N-CEN
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-04985
FILM NUMBER: 191217288
BUSINESS ADDRESS:
STREET 1: 300 S.E. 2ND STREET
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301-1923
BUSINESS PHONE: 954-527-7500
MAIL ADDRESS:
STREET 1: 300 S.E. 2ND STREET
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301-1923
FORMER COMPANY:
FORMER CONFORMED NAME: TEMPLETON EMERGING MARKETS FUND INC
DATE OF NAME CHANGE: 19920703
N-CEN
1
primary_doc.xml
X0201
N-CEN
LIVE
0000809708
XXXXXXXX
811-04985
true
false
false
N-2
Templeton Emerging Markets Fund
811-04985
0000809708
CZCIR4LW4R7Y5KBS5R36
300 S.E. 2ND STREET
FORT LAUDERDALE
33301-1923
US-FL
US
954-527-7500
American Stock Transfer and Trust Company, LLC
Wall Street Station
P.O. Box 922
New York
10269-560
800-416-5585
Accounting records as required to be maintained by the Investment Company Act.
Templeton Asset Management Ltd.
7 Temasek Blvd
Suntec Tower 1, #38-03
Singapore
SG
038987
65-6241-0777
Records related to its functions as Transfer Agent
Franklin Templeton Services, LLC
ONE FRANKLIN PARKWAY
SAN MATEO
94403-1906
650-312-2000
Records related to its functions as Administrative manager.
JPMorgan Chase bank, N.A.
390 Madison Avenue
New York
10017
212-464-1909
Records related to its functions as Custodian.
N
N
N-2
Y
David W. Niemiec
N/A
N
Ann Torre Bates
N/A
N
Harris J. Ashton
N/A
N
Mary C. Choksi
N/A
N
Edith E. Holiday
N/A
N
Larry D. Thompson
N/A
N
Gregory E. Johnson
N/A
Y
J. Michael Luttig
N/A
N
Robert E. Wade
N/A
N
Rupert H. Johnson, Jr.
N/A
Y
Constantine D. Tseretopoulos
N/A
N
Robert C. Rosselot
N/A
300 S.E. 2nd Street
Fort Lauderdale
33301-1923
XXXXXX
N
N
N
N
N
N
PRICEWATERHOUSECOOPERS LLP
238
5493002GVO7EO8RNNS37
N
N
N
N
N
N
Templeton Emerging Markets Fund
CZCIR4LW4R7Y5KBS5R36
N
0
0
0
N/A
Y
N
Y
N
JPMORGAN CHASE BANK, N.A.
7H6GLXDRUGQFU57RNE97
N
N
N/A
N/A
N/A
Rule 12d1-1 (17 CFR 270.12d1-1)
Rule 32a-4 (17 CFR 270.32a-4)
Rule 23c-1 (17 CFR 270.23c-1)
Y
Y
N
N
TEMPLETON ASSET MANAGEMENT LTD.
801-46997
000111382
7AYVD3NQFQ1OTZURH567
SG
N
AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC
84-00416
N/A
N
N
N
IHS Markit Ltd.
549300HLPTRASHS0E726
N
Intercontinental Exchange, Inc.
5493000F4ZO33MV32P92
N
Bloomberg Finance L.P.
5493001KJTIIGC8Y1R12
N
Refinitiv US LLC
549300WQWDPFSMQ8I087
N
N
Citibank, N.A.
E57ODZWZ7FF32TWEFA76
PA
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
CITIBANK EUROPE PLC
259400MDGXPDHUBP6R42
BG
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
JPMORGAN CHASE BANK, N.A.
7H6GLXDRUGQFU57RNE97
IN
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
STANDARD BANK NAMIBIA LTD.
254900K6TJFDYKSQWV49
NA
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC Saudi Arabia Ltd.
2138009S6SHV5GLS7987
SA
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
STANDARD CHARTERED FIRST BANK KOREA LTD.
NUXTG47HHHM1K2L0SG39
KR
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
J.P. Morgan S.A. DTVM
5493001LS7J56NZZ3G07
BR
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC Bank Middle East LTD.
549300F99IL9YJDWH369
KW
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
The Hongkong and Shanghai Banking Corp Ltd.
2HI3YI5320L3RW6NJ957
PH
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
The Hongkong and Shanghai Banking Corp Ltd.
2HI3YI5320L3RW6NJ957
MU
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
JP Morgan Chase Bank, NA
7H6GLXDRUGQFU57RNE97
CN
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
SOCIETE GENERALE MAROCAINE DE BANQUES
549300WHIMVBNIDQWK21
MA
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
J.P. Morgan AG
549300ZK53CNGEEI6A29
IT
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
STANBIC BANK TANZANIA LTD.
254900KTPAR5XL4FSN64
TZ
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
BNP Paribas Securities Services S.C.A.
549300WCGB70D06XZS54
PT
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Mizuho Bank Limited
RB0PEZSDGCO3JS6CEU02
JP
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
The Hongkong and Shanghai Banking Corp Ltd.
2HI3YI5320L3RW6NJ957
LK
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
JPMORGAN CHASE BANK, N.A.
7H6GLXDRUGQFU57RNE97
N
N
Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
BANK HANDLOWY W WARSZAWIE SA
XLEZHWWOI4HFQDGL4793
PL
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
JPMORGAN CHASE BANK, N.A.
7H6GLXDRUGQFU57RNE97
GB
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
STANDARD CHARTERED BANK BOTSWANA LTD.
5493007VY27WWF8FF542
BW
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
BNP Paribas Securities Services S.C.A
549300WCGB70D06XZS54
BE
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
J.P. Morgan Bank International
7H6GLXDRUGQFU57RNE97
RU
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Banco Nacional de Mexico, S.A
549300Q1KTAGK3VRU249
MX
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
UNICREDIT BANK SRBIJA A.D.
52990001O0THU00TYK59
RS
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
JPMORGAN CHASE BANK, N.A.
7H6GLXDRUGQFU57RNE97
IE
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Citibank A.S
CWZ8NZDH5SKY12Q4US31
TR
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
UBS Switzerland AG
549300WOIFUSNYH0FL22
CH
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Swedbank AS Riga
549300FXBIWWGK7T0Y98
LV
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
BANCO ITAU
549300HU8OQS1VTVXN55
UY
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC Bank (Vietnam) Ltd
213800H95OG9OHRT4Y78
VN
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
BNP Paribas Securities Services S.C.A.
549300WCGB70D06XZS54
NL
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC BANK MIDDLE EAST LTD
549300F99IL9YJDWH369
AE
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
JPMORGAN CHASE BANK, N.A.
54930002MRPG4D203Z16
AU
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
NORDEA BANK AB (PUBL)
529900ODI3047E2LIV03
SE
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Standard Chartered Bank Zambia Plc
549300247QDZHDI30A83
ZM
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
PT Bank HSBC Indonesia
213800HW5IDIRLWH1203
ID
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
UniCredit Bank Austria AG
D1HEB8VEU6D9M8ZUXG17
AT
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
DBS Bank Ltd
ATUEL7OJR5057F2PV266
SG
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Deutsche Bank AG
7LTWFZYICNSX8D621K86
DE
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
BANK LEUMI LE ISRAEL B.M.
7JDSZWRGUQY2DSTWCR57
IL
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Standard Chartered Bank (Thai) Public Co Ltd.
549300O1LQYCQ7G1IM57
TH
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
BNP Paribas Securities Services S.C.A
549300WCGB70D06XZS54
FR
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
NORDEA BANK DENMARK A/S
529900ODI3047E2LIV03
DK
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
BNP Paribas Securities Services S.C.A
549300WCGB70D06XZS54
LU
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
JPMORGAN CHASE BANK, N.A.
7H6GLXDRUGQFU57RNE97
HK
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC BANK PLC
MP6I5ZYZBEU3UXPYFY54
GR
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
ROYAL BANK OF CANADA
ES7IP3U3RHIGC71XBU11
CA
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC Bank plc
MP6I5ZYZBEU3UXPYFY54
CY
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
EUROCLEAR BANK
549300OZ46BRLZ8Y6F65
BE
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Cititrust Colombia S.A.
549300242J3IJCOSGI49
CO
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC Bank Oman S.A.O.G
213800YRPSOSH9OA2V29
OM
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC BANK MIDDLE EAST LTD.
549300F99IL9YJDWH369
QA
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Deutsche Bank AG
7LTWFZYICNSX8D621K86
HU
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Banco Santander Chile
2CZOJRADNJXBLT55G526
CL
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
STANDARD CHARTERED BANK GHANA LIMITED
549300WFGKTC3MGDCX95
GH
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
JPMORGAN CHASE BANK, N.A.
7H6GLXDRUGQFU57RNE97
TW
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Citibank del Peru S.A
MYTK5NHHP1G8TVFGT193
PE
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
FirstRand Bank Ltd.
ZAYQDKTCATIXF9OQY690
ZA
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC Bank Malaysia Berhad
P3RPN9OJFCXUPJWB1Q09
MY
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC Bank Bermuda LTD
0W1U67PTV5WY3WYWKD79
BM
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Swedbank AS
549300PHQZ4HL15HH975
EE
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
NORDEA BANK NORGE ASA
529900ODI3047E2LIV03
NO
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Standard Chartered Bank (Pakistan) Ltd.
549300YTOMKUNPUTB551
PK
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC BANK (CHINA) CO LTD
2CZOJRADNJXBLT55G526
CN
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
FRANKLIN TEMPLETON INVESTOR SERVICES LLC
N/A
Y
N
Self - rule 17f-2 (17 CFR 270.17f-2)
Citibank Europe plc
259400MDGXPDHUBP6R42
RO
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
UniCredit Bank Czech Republic and Slovakia a.s
KR6LSKV3BTSJRD41IF75
SK
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC Bank Middle East Limite
549300F99IL9YJDWH369
BH
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
NORDEA BANK FINLAND PLC
529900ODI3047E2LIV03
FI
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
JPMorgan Chase Bank
7H6GLXDRUGQFU57RNE97
NZ
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
STANDARD CHARTERED BANK KENYA LTD.
549300RBHWW5EJIRG629
KE
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
SANTANDER SECURITIES SERVICES, S.A.
95980020140005970915
ES
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
HSBC BANK ARGENTINA SA
549300K52NF2S4SQDO82
AR
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
STANBIC IBTC BANK PLC
549300NIVXF92ZIOVW61
NG
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
UniCredit Bank Czech Republic and Slovakia,AS.
KR6LSKV3BTSJRD41IF75
CZ
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Citibank, N.A.
E57ODZWZ7FF32TWEFA76
EG
N
Y
Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
N
AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC
N/A
N
N
N
FRANKLIN TEMPLETON SERVICES, LLC
549300DFD0POOJZ42788
Y
N
N
Franklin Templeton Financial Services Corp.
8-29504
000013594
N/A
0.00
FRANKLIN TEMPLETON DISTRIBUTORS INC
8-5889
000000332
N/A
0.00
Franklin Templeton Investment Services, Inc.
8-43206
000027884
N/A
0.00
HSBC SECURITIES (USA) INC
8-41562
000019585
CYYGQCGNHMHPSMRL3R97
19052
CREDIT LYONNAIS
8-13753
000000190
9695009F5UPB9IITI298
8832
UBS SECURITIES LLC
8-22651
000007654
T6FIZBDPKLYJKFCRVK44
13004
MORGAN STANLEY & CO INC
8-15869
000008209
I7331LVCZKQKX5T7XV54
13093
CREDIT SUISSE HOLDINGS (USA), INC.
8-422
000000816
549300YHT5NGRKJD1R94
9020
MERRILL LYNCH PIERCE FENNER & SMITH INC
8-7221
000007691
8NAV47T0Y26Q87Y0QP81
7190
BANCO ITAU
N/A
N/A
549300F67OZ0VNPRWK50
8135
JEFFERIES & CO INC
8-15074
000002347
58PU97L1C0WSRCWADL48
5361
JP MORGAN SECURITIES LLC
8-35008
000000079
ZBUT11V806EZRVTWT807
10689
GOLDMAN, SACHS & CO
8-129
000000361
FOR8UP27PHTHYVLBNG30
8707
161425
Tender Offer - (BANK DANAMON INDONESIA TBK PT)
N/A
N/A
254900XB9K06L7PWEP97
ID
6250067
6250067
Y
274960219.9
Common stock
Common
N
N
N
N
N
N
1.25
1.58
14.18
16.09
false
false
true
false
true
false
true
false
false
false
false
EXEMPT ORDER INFO
2
IC-32722_se41dwgz.txt
EXEMPTIVE ORDER
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release no. 32722/July 3, 2017
________________________________________________
In the Matter of :
:
Franklin Fund Allocator Series :
Franklin Advisers, Inc. :
Franklin Templeton Distributors, Inc. :
:
One Franklin Parkway :
San Mateo, CA 94403 :
:
(812-14611) :
________________________________________________:
ORDER UNDER SECTION 12(d)(1)(J) OF THE INVESTMENT COMPANY ACT OF
1940 GRANTING AN EXEMPTION FROM SECTIONS 12(d)(1)(A), (B), AND
(C) OF THE ACT, UNDER SECTIONS 6(c) AND 17(b) OF THE ACT
GRANTING AN EXEMPTION FROM SECTION 17(a) OF THE ACT, AND UNDER
SECTION 6(C) OF THE ACT FOR AN EXEMPTION FROM RULE 12d1-2(a)
UNDER THE ACT
Franklin Fund Allocator Series, Franklin Advisers, Inc., and
Franklin Templeton Distributors, Inc. filed an application
on February 9, 2016, and an amendment to the application on
May 23, 2017, requesting an order under section 12(d)(1)(J)
of the Investment Company Act of 1940 (the "Act") granting
an exemption from sections 12(d)(1)(A), (B), and (C) of the
Act, under sections 6(c) and 17(b) of the Act granting an
exemption from section 17(a) of the Act, and under section
6(c) of the Act for an exemption from rule 12d1-2(a) under
the Act. The order would permit (a) certain registered open-end
management investment companies that operate as "funds of funds"
to acquire shares of certain registered open-end management
investment companies, registered closed-end management investment
companies, "business development companies," as defined by section
2(a)(48) of the Act, and registered unit investment trusts that
are within and outside the same group of investment companies as
the acquiring investment companies and (b) certain registered
open-end management investment companies relying on rule 12d1-2
under the Act to invest in certain financial instruments.
On June 5, 2017, a notice of the filing of the application was
issued (Investment Company Act Release No. 32669). The notice
gave interested persons an opportunity to request a hearing
and stated that an order granting the application would be
issued unless a hearing was ordered. No request for a hearing
has been filed, and the Commission has not ordered a hearing.
2
The matter has been considered and it is found, on the basis
of the information set forth in the application, as amended,
that granting the requested exemption is appropriate in and
consistent with the public interest and consistent with the
protection of investors and the purposes fairly intended by
the policy and provisions of the Act.
It is also found that the terms of the proposed transactions
are reasonable and fair and do not involve overreaching, and
the proposed transactions are consistent with the policies of
each registered investment company concerned and with the
general purposes of the Act.
Accordingly,
IT IS ORDERED, that the relief requested under section 12(d)(1)(J)
of the Act from sections 12(d)(1)(A), (B), and (C) of the Act,
under sections 6(c) and 17(b) of the Act from section 17(a) of
the Act, and under section 6(c) of the Act for an exemption from
rule 12d1-2(a) under the Act by Franklin Fund Allocator Series,
et al. (File No. 812-14611) is granted, effective immediately,
subject to the conditions contained in the application, as amended.
For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo Aleman
Assistant Secretary
MATERIAL AMENDMENTS
3
TEMF_G_1_b_i_1019.txt
MATERIAL AMENDMENTS
NAME OF REGISTRANT
TEMPLETON EMERGING MARKETS FUND
File No. 811-04985
EXHIBIT ITEM: Copies of any material amendments
to the registrant's charter or by-laws
Amendment Dated October 23, 2018
to the Agreement and Declaration of Trust of
Templeton Emerging Markets Fund
Dated February 21, 2002
WHEREAS, Article IX, Section 1 of the Agreement and
Declaration of Trust (the "Declaration") provides
that the Declaration may be amended by the Board of Trustees; and
WHEREAS, by resolution dated October 23, 2018, the Board
authorized the Declaration to be amended as set forth below.
NOW, THEREFORE, the Declaration is hereby amended as follows:
Article III, Section 2 is replaced in its entirety as follows:
Section 2. SALE OF SHARES. Subject to the 1940 Act and applicable law,
the Trust may sell its authorized but unissued shares of beneficial
interest to such Persons, at such times, on such terms,
and for such consideration as the Board of Trustees
may from time to time authorize, PROVIDED, HOWEVER that the
Board of Trustees may, in its sole discretion, permit the
Principal Underwriter to impose a sales charge upon any such
sale; and further provided, that each such sale shall be subject
to the 1940 Act, and the rules and regulations adopted thereunder.
Every Shareholder by viiiue of having become a Shareholder shall be
deemed to have expressly assented and agreed to the terms of this
Declaration of Trust and to have become bound as a party hereto.
Adopted and approved as of October 23, 2018 pursuant to
authority delegated by the Board.
/s/ Lori Weber
Lori A. Weber
Vice President & Secretary
EXEMPT ORDER INFO
4
IC-33117_ddqxwnuk.txt
EXEMPTIVE ORDER
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release No. 33117 / June 5, 2018
__________________________________________________________________
In the Matter of :
:
FRANKLIN ALTERNATIVE STRATEGIES FUNDS :
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND :
FRANKLIN CALIFORNIA TAX-FREE TRUST :
FRANKLIN CUSTODIAN FUNDS :
FRANKLIN ETF TRUST :
FRANKLIN FEDERAL TAX-FREE INCOME FUND :
FRANKLIN FLOATING RATE MASTER TRUST :
FRANKLIN FUND ALLOCATOR SERIES :
FRANKLIN GLOBAL TRUST :
FRANKLIN GOLD AND PRECIOUS METALS FUND :
FRANKLIN HIGH INCOME TRUST :
FRANKLIN INVESTORS SECURITIES TRUST :
FRANKLIN MANAGED TRUST :
FRANKLIN U.S. GOVERNMENT MONEY FUND :
FRANKLIN MUNICIPAL SECURITIES TRUST :
FRANKLIN MUTUAL SERIES FUNDS :
FRANKLIN NEW YORK TAX-FREE INCOME FUND :
FRANKLIN NEW YORK TAX-FREE TRUST :
FRANKLIN REAL ESTATE SECURITIES TRUST :
FRANKLIN STRATEGIC MORTGAGE PORTFOLIO :
FRANKLIN STRATEGIC SERIES :
FRANKLIN TAX-FREE TRUST :
FRANKLIN TEMPLETON ETF TRUST :
FRANKLIN TEMPLETON GLOBAL TRUST :
FRANKLIN TEMPLETON INTERNATIONAL TRUST :
FRANKLIN TEMPLETON MONEY FUND TRUST :
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST :
FRANKLIN VALUE INVESTORS TRUST :
INSTITUTIONAL FIDUCIARY TRUST :
TEMPLETON CHINA WORLD FUND :
TEMPLETON DEVELOPING MARKETS TRUST :
TEMPLETON FUNDS :
TEMPLETON GLOBAL INVESTMENT TRUST :
TEMPLETON GLOBAL OPPORTUNITIES TRUST :
TEMPLETON GLOBAL SMALLER COMPANIES FUND :
TEMPLETON GROWTH FUND, INC. :
TEMPLETON INCOME TRUST :
TEMPLETON INSTITUTIONAL FUNDS :
THE MONEY MARKET PORTFOLIOS :
FRANKLIN LIMITED DURATION INCOME TRUST :
2
FRANKLIN UNIVERSAL TRUST :
TEMPLETON DRAGON FUND, INC. :
TEMPLETON EMERGING MARKETS FUND :
TEMPLETON EMERGING MARKETS INCOME FUND :
TEMPLETON GLOBAL INCOME FUND :
FRANKLIN ADVISERS, INC. :
FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED :
K2/D&S MANAGEMENT CO., L.L.C. :
FASA LLC :
FRANKLIN TEMPLETON INSTITUTIONAL, LLC :
FRANKLIN ADVISORY SERVICES, LLC :
FRANKLIN MUTUAL ADVISERS, LLC :
TEMPLETON INVESTMENT COUNSEL, LLC :
TEMPLETON ASSET MANAGEMENT LTD. :
TEMPLETON GLOBAL ADVISORS LIMITED :
:
One Franklin Parkway :
San Mateo, CA 94403 :
:
(812-14819) :
__________________________________________________________________:
ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940
GRANTING AN EXEMPTION FROM SECTIONS 18(f) AND 21(b) OF THE ACT;
UNDER
SECTION 12(d)(1)(J) OF THE ACT GRANTING AN EXEMPTION FROM SECTION
12(d)(1) OF THE ACT; UNDER SECTIONS 6(c) AND 17(b) OF THE ACT
GRANTING AN
EXEMPTION FROM SECTIONS 17(a)(1), 17(a)(2), AND 17(a)(3) OF THE
ACT; AND
UNDER SECTION 17(d) OF THE ACT AND RULE 17d-1 UNDER THE ACT TO
PERMIT
CERTAIN JOINT ARRANGEMENTS AND TRANSACTIONS
Franklin Alternative Strategies Funds, Franklin California Tax-Free
Income Fund, Franklin
California Tax-Free Trust, Franklin Custodian Funds, Franklin ETF
Trust, Franklin Federal Tax-
Free Income Fund, Franklin Floating Rate Master Trust, Franklin Fund
Allocator Series, Franklin
Global Trust, Franklin Gold and Precious Metals Fund, Franklin High
Income Trust, Franklin
Investors Securities Trust, Franklin Managed Trust, Franklin U.S.
Government Money Fund,
Franklin Municipal Securities Trust, Franklin Mutual Series Funds,
Franklin New York Tax-Free
Income Fund, Franklin New York Tax-Free Trust, Franklin Real Estate
Securities Trust, Franklin
Strategic Mortgage Portfolio, Franklin Strategic Series, Franklin
Tax-Free Trust, Franklin
Templeton ETF Trust, Franklin Templeton Global Trust, Franklin
Templeton International Trust,
Franklin Templeton Money Fund Trust, Franklin Templeton Variable
Insurance Products Trust,
Franklin Value Investors Trust, Institutional Fiduciary Trust,
Templeton China World Fund,
Templeton Developing Markets Trust, Templeton Funds, Templeton
Global Investment Trust,
Templeton Global Opportunities Trust, Templeton Global Smaller
Companies Fund, Templeton
Growth Fund, Inc., Templeton Income Trust, Templeton Institutional
Funds, The Money Market
Portfolios, Franklin Limited Duration Income Trust, Franklin
Universal Trust, Templeton Dragon
Fund, Inc., Templeton Emerging Markets Fund, Templeton Emerging
Markets Income Fund, and
Templeton Global Income Fund, Franklin Advisers, Inc., Franklin
Templeton Investment
Management Limited, K2/D&S Management Co., L.L.C., FASA LLC,
Franklin Templeton
Institutional, LLC, Franklin Advisory Services, LLC, Franklin
Mutual Advisers, LLC, Templeton
3
Investment Counsel, LLC, Templeton Asset Management Ltd., and
Templeton Global Advisors
Limited filed an application on September 14, 2017, and an
amendment on March 9, 2018.
Applicants requested an order under section 6(c) of the Investment
Company Act of 1940 (the
"Act") for an exemption from sections 18(f) and 21(b) of the Act,
under section 12(d)(1)(J) of
the Act for an exemption from section 12(d)(1) of the Act, under
sections 6(c) and 17(b) of the
Act for an exemption from sections 17(a)(1), 17(a)(2), and 17(a)(3)
of the Act, and under section
17(d) of the Act and rule 17d-1 under the Act to permit certain
joint arrangements and
transactions. The order supersedes a prior order1 and permits
certain registered management
investment companies to participate in a joint lending and
borrowing facility.
On May 10, 2018, a notice of the filing of the application was
issued (Investment Company Act
Release No. 33095). The notice gave interested persons an
opportunity to request a hearing and
stated that an order disposing of the application would be issued
unless a hearing was ordered.
No request for a hearing has been filed, and the Commission has
not ordered a hearing.
The matter has been considered and it is found, on the basis of
the information set forth in the
application, as amended, that granting the requested exemption
is consistent with and appropriate
in the public interest, and consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of the Act.
It is also found that the terms of the proposed transactions,
including the consideration to be paid
or received, are reasonable and fair and do not involve
overreaching on the part of any person
concerned, and that the proposed transactions are consistent
with the policy of each registered
investment company concerned and the general purposes of the
Act.
It is further found that the participation of each registered
investment company in the proposed
credit facility is consistent with the provisions, policies,
and purposes of the Act, and not on a
basis different from or less advantageous than that of other
participants.
Accordingly, in the matter of Franklin Alternative Strategies
Funds, et al., (File No. 812-14819),
IT IS ORDERED, under section 6(c) of the Act, that the requested
exemptions from sections
18(f) and 21(b) of the Act are granted, effective immediately,
subject to the conditions in the
application, as amended.
IT IS FURTHER ORDERED, under section 12(d)(1)(J) of the Act,
that the requested exemption
from section 12(d)(1) of the Act is granted, effective immediately,
subject to the conditions in
the application, as amended.
IT IS FURTHER ORDERED, under sections 6(c) and 17(b) of the Act,
that the requested
exemptions from sections 17(a)(1), 17(a)(2), and 17(a)(3) of the
Act are granted, effective
immediately, subject to the conditions in the application, as
amended.
1 Franklin Gold Fund, et al., Investment Company Act Release Nos.
24016 (Sept. 16, 1999) (notice) and
24080 (Oct. 13, 1999) (order).
4
IT IS FURTHER ORDERED, under section 17(d) of the Act and rule
17d-1 under the Act, that
the proposed transactions are approved, effective immediately,
subject to the conditions in the
application, as amended.
For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman
Assistant Secretary
EXEMPT ORDER INFO
5
IC-15534_2xudkzi4.txt
EXEMPTIVE ORDER
SEC Releases, In the Matter of Age High Income Fund, Inc., et al.,
777 Mariners Island Boulevard, San Mateo, CA 94404, Securities and
Exchange Commission, (Jan. 13, 1987)
SEC Releases
Click to open document in a browser
37 SEC-DOCKET 569-02
Release No. IC-15534
File No. 812-6505
January 13, 1987
ORDER PERMITTING JOINT TRADING ACCOUNTS
AGE High Income Fund, Inc; Birr, Wilson Money Fund; Franklin
California Tax-Free Income Fund, Inc.; Franklin New York Tax-Free
Income Fund, Inc; Franklin California Tax-Free Trust; Franklin
Tax-Free Trust; Franklin Corporate Cash Management Fund; Franklin
Custodian Funds, Inc; Franklin Equity Fund; Franklin Federal Money
Fund; Franklin Federal Tax-Free Income Fund; Franklin Gold Fund;
Franklin Money Fund; Franklin Option Fund; Franklin Tax-Exempt Money
Fund; Franklin New York Tax-Exempt Money Fund; Franklin
Pennsylvania Investors Fund; and Institutional Fiduciary Trust
("Funds") and Franklin Advisers, Inc., filed an application on
October 17, 1986, and an amendment thereto on November 24,
1986, requesting an order of the Commission under Section 17(d)
of the Investment Company Act of 1940 ("Act") and Rule 17d-1
thereunder to permit the Funds, as well as future investment
companies for which subsidiaries or affiliates of Franklin
Resources, Inc. serve as investment managers, to deposit
their cash balances remaining uninvested at the end of each
trading day into a single joint account whose daily balance
would be used to enter into one or more repurchase agreements
in a total amount equal to the aggregate daily balance in
the account ("Joint Accounts").
On December 17, 1986, a notice was issued (Investment Company
Act Release No. 15485) of the filing of the application. The
notice gave interested persons an opportunity to request a
hearing and stated that an order disposing of the application
would be issued as of course unless a hearing should be ordered.
No request for a hearing has been filed, and the Commission has
not ordered a hearing.
The matter having been considered, it is found that the
participation of the Funds in the Joint Accounts is consistent
with the provisions, policies and purposes of the Act and that
their participation in the Joint Accounts is not on a basis less
advantageous than that of any other participant. Accordingly,
IT IS ORDERED, pursuant to Section 17(d) of the Act and Rule 17d-1
thereunder that the application to permit the Funds to participate
in the Joint Accounts as described in the application, be, and
hereby is granted, effective forthwith.
For the Commission, by the Division of Investment Management,
under delegated authority.
Jonathan G. Katz
Secretary
MATERIAL AMENDMENTS
6
TEMF_G_1_b_i2_1019.txt
MATERIAL AMENDMENTS
NAME OF REGISTRANT
TEMPLETON EMERGING MARKETS FUND
File No. 811-04985
EXHIBIT ITEM: Copies of any material amendments to the
registrant's charter or by-laws
Amendment Dated October 23, 2018 to the By-Laws of
Templeton Emerging Markets Funds Dated May 13, 2004
WHEREAS, Article VIII, Section 2 of the By-Laws provides
that the By-Laws may be amended by the Board of Trustees; and
WHEREAS, by resolution dated October 23, 2018, the Board
authorized the By-Laws to be amended as set forth below.
NOW, THEREFORE, the By-Laws are hereby amended as follows:
The first sentence of the second paragraph of Article II,
Section 5 is replaced in its entirety as follows:
When any Shareholders' meeting is adjourned to another
time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, unless after the
adjournment, a new record date is fixed for the adjourned
meeting, or unless the adjournment is for more than
one hundred twenty (120) days after the date of the
original meeting, in which case, notice shall be given to
each Shareholder ofrecord entitled to vote at the adjourned
meeting in accordance with the provisions of Sections 3 and 4
of this Article II.
Adopted and approved as of October 23, 2018
pursuant to authority delegated by the Board.
/s/ Lori Weber
Lori A. Weber
Vice President & Secretary
INTERNAL CONTROL RPT
7
111_Audit_Letter.txt
INTERNAL CONTROL REPORT
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of
Templeton Emerging Markets Fund
In planning and performing our audit of the financial statements of
Templeton Emerging Markets Fund (the "Fund") as of and for the year
ended August 31, 2019, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB),
we considered the Fund's internal control over financial reporting,
including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of expressing
an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we do not express an opinion
on the effectiveness of the Fund's internal control over
financial reporting.
The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. A company's internal control over
financial reporting is a process designed 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.
A company's internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition,
use or disposition of a company's assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow management
or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis.
A material weakness is a deficiency, or a combination of
deficiencies,in internal control over financial reporting,
such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial
statements will not be prevented or detected on a timely basis.
Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies
in internal control over financial reporting that might be
material weaknesses under standards established by the PCAOB.
However, we noted no deficiencies in the Fund's internal
control over financial reporting and its operation,
including controls over safeguarding securities,
that we consider to be a material weakness as defined above
as of August 31, 2019.
This report is intended solely for the information
and use of the Board of Trustees of Templeton Emerging
Markets Fund and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone
other than these specified parties.
/s/PricewaterhouseCoopers LLP
San Francisco, California
October 17, 2019