(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 13(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.
Principal Accountant Fees
and Services. N/A
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
. 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 MANAGER 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
within Franklin Templeton Companies, LLC (the "Proxy Group"), a
wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton
Companies, LLC provides a variety of general corporate services to its
affiliates, including, but not limited to, legal and compliance activities.
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
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, 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.
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.
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 (for example, where an issuer files additional solicitation
materials after a Proxy Service has issued its voting recommendations but
sufficiently before the vote submission deadline and these materials would
reasonably be expected to affect the Investment Manager’s voting
determination).
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.
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 is part of the Franklin Templeton
Companies, LLC Legal Department and is overseen by legal counsel. Full-time
staff members and support staff (which includes individuals that are employees
of affiliates of Franklin Templeton Companies, LLC) 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.
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 it receives 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.
Even if the Investment Managers use reasonable efforts
to vote a proxy on behalf of its 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.
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.
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.
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.
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.
Item 8. Portfolio Managers
of Closed-End Management Investment Companies. N/A
Item 9. Purchases of Equity
Securities by Closed-End Management Investment Company and Affiliated Purchasers.
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Total Number of Shares
Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased
as Part of Publicly Announced Plans or Program
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Maximum Number (or
Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans
or Programs
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Month #1 (9/1/22 - 9/30/22)
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Month #2 (10/1/22 - 10/31/22)
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Month #3 (11/1/22 - 11/30/22)
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Month #4 (12/1/22 - 12/31/22)
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Month #5 (1/1/23 - 1/31/23)
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Month #6 (2/1/23 - 2/28/23)
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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 2,368,068 shares.
Item 10. 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 11. 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 12. 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 period ended February 28, 2023, 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
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Fees and/or compensation
paid by the Fund for securities lending activities and related services
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Fees paid to Securities Lending Agent from revenue split
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Fees paid for any cash collateral management service (including
fees deducted from a pooled cash collateral reinvestment vehicle) not included
in a revenue split
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Administrative fees not included in a revenue split
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Indemnification fees not included in a revenue split
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Rebate (paid to borrower)
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Other fees not included above
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Aggregate fees/compensation
paid by the Fund for securities lending activities
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Net income
from securities lending activities
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(a)(2)
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of
Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and
Christopher Kings, Chief Financial Officer, Chief Accounting Officer and
Treasurer
(a)(2)(1)
There were no written solicitations to purchase securities under Rule 23c-1
under the Act sent or given during the period covered by the report by or on
behalf of the Registrant to 10 or more persons.
(a)(2)(2)
There was no change in the Registrant’s independent public accountant during
the period covered by the report.
(b)
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and
Christopher Kings, Chief Financial Officer, Chief Accounting Officer and
Treasurer
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\MATTHEW T. HINKLE______________________
Chief Executive Officer - Finance and
Administration
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\MATTHEW T. HINKLE______________________
Chief Executive Officer - Finance and Administration
By S\CHRISTOPHER KINGS______________________
Chief Financial Officer, Chief Accounting Officer
and Treasurer