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)
Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906
(Name and address of agent for service)
Registrants telephone number, including area code: (954) 527-7500
Date of fiscal year end: 8/31
Date of reporting period: 8/31/18
Item 1. | Reports to Stockholders. |
|
Annual Report
August 31, 2018 | |
Franklin Templeton Investments
Why choose Franklin Templeton Investments?
Successful investing begins with ambition. And achievement only comes when you reach for it. Thats why we continually strive to deliver better outcomes for investors. No matter what your goals are, our deep, global investment expertise allows us to offer solutions that can help.
During our more than 70 years of experience, weve managed through all kinds of marketsup, down and those in between. Were always preparing for what may come next. Its because of this, combined with our strength as one of the worlds largest asset managers that weve earned the trust of millions of investors around the world.
Not FDIC Insured
|
| May Lose Value
|
| No Bank Guarantee
|
franklintempleton.com | Not part of the annual report | 1 |
Templeton Emerging Markets Fund
The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Funds Statement of Investments (SOI).
The SOI begins on page 11.
2 |
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TEMPLETON EMERGING MARKETS FUND
1. Source: Morningstar.
The index is unmanaged and includes reinvestment of any income or 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 Funds portfolio.
franklintempleton.com | Annual Report | 3 |
TEMPLETON EMERGING MARKETS FUND
2. The financials sector comprises banks, diversified financial services and insurance in the SOI. The telecommunication services sector comprises wireless telecommunication services in the SOI.
3. The consumer discretionary sector comprises auto components; automobiles; hotels, restaurants and leisure; internet and direct marketing retail; media; multiline retail; specialty retail; and textiles, apparel and luxury goods in the SOI. The energy sector comprises oil, gas and consumable fuels in the SOI. The IT sector comprises electronic equipment, instruments and components; internet software and services; IT services; semiconductors and semiconductor equipment; software; and technology hardware, storage and peripherals in the SOI.
See www.franklintempletondatasources.com for additional data provider information.
4 |
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TEMPLETON EMERGING MARKETS FUND
franklintempleton.com | Annual Report | 5 |
TEMPLETON EMERGING MARKETS FUND
Performance Summary as of August 31, 2018
Total return reflects reinvestment of the Funds 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 does 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 Funds portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities.
Performance as of 8/31/181
Cumulative Total Return2 | Average Annual Total Return2 | |||||||||||||||||
Based on NAV3 |
Based on market price4 |
Based on NAV3 |
Based on market price4 | |||||||||||||||
1-Year |
-2.11% | -5.14% | -2.11% | -5.14% | ||||||||||||||
5-Year |
+24.90% | +22.30% | +4.55% | +4.11% | ||||||||||||||
10-Year |
+50.43% | +46.62% | +4.17% | +3.90% |
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.
Distributions (9/1/178/31/18)
Net Investment Income |
Long-Term Capital Gain |
Total | ||||||
$0.2491 |
$0.8687 | $1.1178 |
See page 7 for Performance Summary footnotes.
6 |
Annual Report | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
PERFORMANCE SUMMARY
All investments involve risks, including possible loss of principal. Special risks are associated with foreign investing, including currency volatility, economic instability, and social and political developments of countries where the Fund invests. Emerging markets are subject to all of the risks of foreign investing generally and involve heightened risks due to these markets smaller size and lesser liquidity, and lack of established legal, political, business and social frameworks to support securities markets. Some of these heightened risks may include political and social uncertainty (for example, regional conflicts and risk of war); pervasiveness of corruption and crime in these countries economic systems; delays in settling portfolio securities transactions; risk of loss arising out of the system of share registration and custody used in these countries; greater sensitivity to interest rate changes; currency and capital controls; currency exchange rate volatility; and inflation, deflation or currency devaluation. The Fund is actively managed but there is no guarantee that the managers investment decisions will produce the desired results.
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 (collectively, 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 Funds 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 Funds 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 Funds investments and returns.
The Fund may also invest a portion of its assets in Russian securities. The U.S. and other nations have imposed and could impose additional sanctions on certain issuers in Russia due to regional conflicts. These sanctions could result in the devaluation of Russias currency, a downgrade in Russian issuers credit ratings, or a decline in the value and liquidity of Russian stocks or other securities. The Fund may be prohibited from investing in securities issued by companies subject to such sanctions. In addition, if the Fund holds the securities of an issuer that is subject to such sanctions, an immediate freeze of that issuers securities could result, impairing the ability of the Fund to buy, sell, receive or deliver those securities. There is also the risk that countermeasures could be taken by Russias government, which could involve the seizure of the Funds assets. Such sanctions could adversely affect Russias economy, possibly forcing the economy into a recession. These risks could affect the value of the Funds portfolio.
1. The Fund has a fee waiver associated with any investment it makes in a Franklin Templeton money fund and/or other Franklin Templeton fund, contractually guaranteed through 10/31/19. Fund investment results reflect the fee waiver; without this waiver, the results would have been lower.
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.
franklintempleton.com | Annual Report | 7 |
TEMPLETON EMERGING MARKETS FUND
Important Notice to Shareholders
8 |
Annual Report | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
IMPORTANT NOTICE TO SHAREHOLDERS
franklintempleton.com | Annual Report | 9 |
TEMPLETON EMERGING MARKETS FUND
Year Ended August 31, | ||||||||||||||||||
2018 | 2017 | 2016 | 2015 | 2014 | ||||||||||||||
Per share operating performance |
||||||||||||||||||
(for a share outstanding throughout the year) |
||||||||||||||||||
Net asset value, beginning of year |
$18.32 | $13.92 | $13.34 | $20.91 | $18.98 | |||||||||||||
Income from investment operations: |
||||||||||||||||||
Net investment incomea |
0.14 | 0.16 | 0.19 | 0.21 | 0.29b | |||||||||||||
Net realized and unrealized gains (losses) |
(0.51 | ) | 4.39 | 1.67 | (6.60 | ) | 3.33 | |||||||||||
Total from investment operations |
(0.37 | ) | 4.55 | 1.86 | (6.39 | ) | 3.62 | |||||||||||
Less distributions from: |
||||||||||||||||||
Net investment income |
(0.25 | ) | (0.20 | ) | (0.31 | ) | (0.31 | ) | (0.44) | |||||||||
Net realized gains |
(0.87 | ) | | (0.97 | ) | (0.87 | ) | (1.25) | ||||||||||
Total distributions |
(1.12 | ) | (0.20 | ) | (1.28 | ) | (1.18 | ) | (1.69) | |||||||||
Repurchase of shares |
0.07 | 0.05 | | | c | |||||||||||||
Net asset value, end of year. |
$16.90 | $18.32 | $13.92 | $13.34 | $20.91 | |||||||||||||
Market value, end of yeard |
$14.61 | $16.45 | $12.56 | $11.56 | $19.13 | |||||||||||||
Total return (based on market value per share) |
(5.14)% | 33.10% | 22.57% | (34.94)% | 21.47% | |||||||||||||
Ratios to average net assets |
||||||||||||||||||
Expenses before waiver and payments by affiliates |
1.38% | 1.37% | 1.39% | 1.37% | 1.36% | |||||||||||||
Expenses net of waiver and payments by affiliates |
1.38% | e | 1.37% | e,f | 1.38% | 1.37% | e | 1.36%e | ||||||||||
Net investment income |
0.79% | 1.03% | 1.49% | 1.19% | 1.49%b | |||||||||||||
Supplemental data |
||||||||||||||||||
Net assets, end of year (000s) |
$287,115 | $321,004 | $250,642 | $240,289 | $376,574 | |||||||||||||
Portfolio turnover rate |
11.69% | 20.38% | 42.16% | 18.92% | 12.42% |
aBased on average daily shares outstanding.
bNet investment income per share includes approximately $0.04 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.27%.
cAmount rounds to less than $0.01 per share.
dBased on the last sale on the New York Stock Exchange.
eBenefit of waiver and payments by affiliates rounds to less than 0.01%.
fBenefit of expense reduction rounds to less than 0.01%.
10 |
Annual Report | | The accompanying notes are an integral part of these financial statements. | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
Statement of Investments, August 31, 2018
Industry | Shares | Value | ||||||||
Common Stocks 93.5% |
||||||||||
Brazil 2.2% |
||||||||||
aB2W Cia Digital |
Internet & Direct Marketing Retail | 131,700 | $ | 856,064 | ||||||
B3 SA - Brasil Bolsa Balcao |
Capital Markets | 35,300 | 188,983 | |||||||
Cia Hering |
Specialty Retail | 414,700 | 1,674,288 | |||||||
Lojas Americanas SA |
Multiline Retail | 395,760 | 1,104,161 | |||||||
M. Dias Branco SA |
Food Products | 109,200 | 1,136,719 | |||||||
Mahle-Metal Leve SA |
Auto Components | 104,000 | 645,562 | |||||||
Totvs SA |
Software | 94,300 | 618,064 | |||||||
|
6,223,841 |
| ||||||||
Cambodia 0.3% |
||||||||||
NagaCorp Ltd. |
Hotels, Restaurants & Leisure | 730,000 | 765,416 | |||||||
China 22.4% |
||||||||||
aAlibaba Group Holding Ltd., ADR |
Internet Software & Services | 79,668 | 13,942,697 | |||||||
BAIC Motor Corp. Ltd., H |
Automobiles | 360,000 | 302,706 | |||||||
aBaidu Inc., ADR |
Internet Software & Services | 8,019 | 1,816,143 | |||||||
Brilliance China Automotive Holdings Ltd. |
Automobiles | 8,166,900 | 12,943,515 | |||||||
China Construction Bank Corp., H |
Banks | 5,130,400 | 4,542,664 | |||||||
China Mobile Ltd. |
Wireless Telecommunication Services | 360,500 | 3,389,505 | |||||||
China Petroleum & Chemical Corp., H |
Oil, Gas & Consumable Fuels | 3,673,000 | 3,692,092 | |||||||
CNOOC Ltd. |
Oil, Gas & Consumable Fuels | 1,885,000 | 3,333,308 | |||||||
COSCO Shipping Ports Ltd. |
Transportation Infrastructure | 441,788 | 467,724 | |||||||
Inner Mongolia Yitai Coal Co. Ltd., B |
Oil, Gas & Consumable Fuels | 230,200 | 276,930 | |||||||
NetEase Inc., ADR |
Internet Software & Services | 6,522 | 1,289,465 | |||||||
Ping An Bank Co. Ltd., A |
Banks | 2,615,200 | 3,877,915 | |||||||
Ping An Insurance (Group) Co. of China Ltd., A |
Insurance | 376,474 | 3,470,736 | |||||||
Tencent Holdings Ltd. |
Internet Software & Services | 195,700 | 8,477,042 | |||||||
Uni-President China Holdings Ltd. |
Food Products | 1,936,400 | 1,906,993 | |||||||
Weifu High-Technology Co. Ltd., B |
Auto Components | 294,712 | 585,729 | |||||||
|
64,315,164 |
| ||||||||
Czech Republic 0.3% |
||||||||||
Moneta Money Bank AS |
Banks | 243,000 | 849,753 | |||||||
Hong Kong 1.0% |
||||||||||
Dairy Farm International Holdings Ltd. |
Food & Staples Retailing | 122,900 | 1,139,283 | |||||||
MGM China Holdings Ltd. |
Hotels, Restaurants & Leisure | 426,000 | 803,241 | |||||||
Win Hanverky Holdings Ltd. |
Textiles, Apparel & Luxury Goods | 11,592,800 | 1,019,089 | |||||||
|
2,961,613 |
| ||||||||
Hungary 1.0% |
||||||||||
Richter Gedeon Nyrt |
Pharmaceuticals | 141,930 | 2,788,280 | |||||||
India 5.8% |
||||||||||
Bajaj Holdings & Investment Ltd. |
Diversified Financial Services | 27,729 | 1,217,354 | |||||||
Coal India Ltd. |
Oil, Gas & Consumable Fuels | 218,098 | 878,320 | |||||||
Glenmark Pharmaceuticals Ltd. |
Pharmaceuticals | 246,607 | 2,311,865 | |||||||
ICICI Bank Ltd. |
Banks | 1,757,254 | 8,478,772 | |||||||
Infosys Ltd. |
IT Services | 124,596 | 2,528,770 | |||||||
Reliance Industries Ltd. |
Oil, Gas & Consumable Fuels | 35,410 | 619,207 | |||||||
aTata Motors Ltd., A |
Automobiles | 333,003 | 666,194 | |||||||
|
16,700,482 |
| ||||||||
Indonesia 3.1% |
||||||||||
Astra International Tbk PT |
Automobiles | 9,475,800 | 4,663,920 | |||||||
Bank Danamon Indonesia Tbk PT |
Banks | 9,267,385 | 4,278,223 | |||||||
|
8,942,143 |
|
franklintempleton.com | Annual Report | 11 |
TEMPLETON EMERGING MARKETS FUND
STATEMENT OF INVESTMENTS
Industry | Shares | Value | ||||||||
Common Stocks (continued) |
||||||||||
Kenya 0.3% |
||||||||||
Equity Group Holdings Ltd. |
Banks | 1,946,807 | $ | 869,973 | ||||||
|
|
|||||||||
Mexico 2.2% |
||||||||||
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santander, ADR |
Banks | 694,741 | 5,453,717 | |||||||
Nemak SAB de CV |
Auto Components | 1,119,700 | 931,863 | |||||||
|
|
|||||||||
|
6,385,580 |
| ||||||||
|
|
|||||||||
Nigeria 0.0% |
||||||||||
Nigerian Breweries PLC |
Beverages | 132,031 | 35,018 | |||||||
|
|
|||||||||
Pakistan 0.9% |
||||||||||
MCB Bank Ltd. |
Banks | 1,637,910 | 2,663,593 | |||||||
|
|
|||||||||
Peru 3.0% |
||||||||||
Compania de Minas Buenaventura SA, ADR |
Metals & Mining | 583,061 | 7,340,738 | |||||||
bIntercorp Financial Services Inc., Reg S |
Banks | 34,920 | 1,389,816 | |||||||
|
|
|||||||||
|
8,730,554 |
| ||||||||
|
|
|||||||||
Philippines 0.2% |
||||||||||
BDO Unibank Inc. |
Banks | 260,750 | 634,234 | |||||||
|
|
|||||||||
Russia 8.8% |
||||||||||
Gazprom PJSC, ADR. |
Oil, Gas & Consumable Fuels | 556,944 | 2,456,123 | |||||||
LUKOIL PJSC, ADR. |
Oil, Gas & Consumable Fuels | 190,666 | 13,155,954 | |||||||
a,bMail.Ru Group Ltd., GDR, Reg S |
Internet Software & Services | 99,578 | 2,140,927 | |||||||
MMC Norilsk Nickel PJSC, ADR |
Metals & Mining | 55,200 | 914,112 | |||||||
Sberbank of Russia PJSC, ADR |
Banks | 275,408 | 2,989,554 | |||||||
aYandex NV, A |
Internet Software & Services | 109,621 | 3,522,123 | |||||||
|
|
|||||||||
|
25,178,793 |
| ||||||||
|
|
|||||||||
South Africa 7.0% |
||||||||||
Massmart Holdings Ltd. |
Food & Staples Retailing | 247,733 | 1,868,753 | |||||||
Naspers Ltd., N |
Media | 82,414 | 18,330,394 | |||||||
|
|
|||||||||
|
20,199,147 |
| ||||||||
|
|
|||||||||
South Korea 16.0% |
||||||||||
Daelim Industrial Co. Ltd. |
Construction & Engineering | 29,871 | 2,192,933 | |||||||
Fila Korea Ltd. |
Textiles, Apparel & Luxury Goods | 40,950 | 1,532,505 | |||||||
Hankook Tire Co. Ltd. |
Auto Components | 17,600 | 735,963 | |||||||
Hanon Systems |
Auto Components | 105,643 | 1,136,354 | |||||||
aHDC Hyundai Development Co-Engineering & Construction |
Construction & Engineering | 41,754 | 2,092,191 | |||||||
Hite Jinro Co. Ltd. |
Beverages | 51,520 | 775,848 | |||||||
Interpark Holdings Corp. |
Internet & Direct Marketing Retail | 110,746 | 255,621 | |||||||
KT Skylife Co. Ltd. |
Media | 59,360 | 707,680 | |||||||
LG Corp. |
Industrial Conglomerates | 21,505 | 1,378,278 | |||||||
Naver Corp. |
Internet Software & Services | 5,673 | 3,824,037 | |||||||
POSCO |
Metals & Mining | 14,899 | 4,360,455 | |||||||
Samsung Electronics Co. Ltd. |
Technology Hardware, Storage & Peripherals | 534,950 | 23,232,635 | |||||||
SK Hynix Inc. |
Semiconductors & Semiconductor Equipment | 34,540 | 2,569,756 | |||||||
SK Innovation Co. Ltd. |
Oil, Gas & Consumable Fuels | 6,530 | 1,129,697 | |||||||
|
|
|||||||||
|
45,923,953 |
| ||||||||
|
|
|||||||||
Taiwan 11.5% |
||||||||||
Catcher Technology Co. Ltd. |
Technology Hardware, Storage & Peripherals | 265,000 | 3,253,628 | |||||||
CTBC Financial Holding Co. Ltd. |
Banks | 971,000 | 683,959 | |||||||
FIT Hon Teng Ltd. |
Electronic Equipment, Instruments & Components | 1,173,700 | 599,620 |
12 |
Annual Report | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
STATEMENT OF INVESTMENTS
Industry | Shares | Value | ||||||||
Common Stocks (continued) |
||||||||||
Taiwan (continued) |
||||||||||
Hon Hai Precision Industry Co. Ltd. |
Electronic Equipment, Instruments & Components | 2,110,140 | $ | 5,539,419 | ||||||
Largan Precision Co. Ltd. |
Electronic Equipment, Instruments & Components | 11,400 | 1,749,128 | |||||||
aPChome Online Inc. |
Internet Software & Services | 400,282 | 1,853,580 | |||||||
Pegatron Corp. |
Technology Hardware, Storage & Peripherals | 486,000 | 1,049,183 | |||||||
Taiwan Semiconductor Manufacturing Co. Ltd. |
Semiconductors & Semiconductor Equipment | 2,177,000 | 18,174,205 | |||||||
|
|
|||||||||
|
32,902,722 |
| ||||||||
|
|
|||||||||
Thailand 3.4% |
||||||||||
Kasikornbank PCL, fgn. |
Banks | 583,800 | 3,776,796 | |||||||
Kiatnakin Bank PCL, fgn. |
Banks | 893,200 | 2,105,575 | |||||||
PTT Exploration and Production PCL, fgn. |
Oil, Gas & Consumable Fuels | 210,847 | 916,866 | |||||||
Siam Commercial Bank PCL, fgn. |
Banks | 341,900 | 1,544,132 | |||||||
Thai Beverage PCL, fgn. |
Beverages | 2,347,000 | 1,059,941 | |||||||
Univanich Palm Oil PCL, fgn. |
Food Products | 1,664,500 | 340,316 | |||||||
|
|
|||||||||
|
9,743,626 |
| ||||||||
|
|
|||||||||
United Kingdom 3.1% |
||||||||||
Unilever PLC |
Personal Products | 155,110 | 8,828,570 | |||||||
|
|
|||||||||
United States 1.0% |
||||||||||
aIMAX Corp. |
Media | 125,690 | 2,953,715 | |||||||
|
|
|||||||||
Total Common Stocks (Cost $191,229,207) |
|
268,596,170 |
| |||||||
|
|
|||||||||
cParticipatory Notes (Cost $1,281,540) 0.6% |
||||||||||
Saudi Arabia 0.6% |
||||||||||
HSBC Bank PLC, Saudi Basic Industries Corp., 1/19/21 |
Chemicals | 47,301 | 1,589,102 | |||||||
|
|
|||||||||
Preferred Stocks 3.0% |
||||||||||
Brazil 3.0% |
||||||||||
dBanco Bradesco SA, 5.295%, ADR, pfd. |
Banks | 598,867 | 4,156,137 | |||||||
dItau Unibanco Holding SA, 9.306%, ADR, pfd. |
Banks | 434,798 | 4,530,595 | |||||||
|
|
|||||||||
Total Preferred Stocks (Cost $4,149,432) |
|
8,686,732 |
| |||||||
|
|
|||||||||
Total Investments before Short Term Investments (Cost $196,660,179) |
278,872,004 | |||||||||
|
|
|||||||||
Short Term Investments (Cost $8,367,054) 2.9% |
||||||||||
Money Market Funds 2.9% |
||||||||||
United States 2.9% |
||||||||||
e,fInstitutional Fiduciary Trust Money Market Portfolio, 1.64% |
8,367,054 | 8,367,054 | ||||||||
|
|
|||||||||
Total Investments (Cost $205,027,233) 100.0% |
287,239,058 | |||||||||
Other Assets, less Liabilities (0.0)% |
(124,424 | ) | ||||||||
|
|
|||||||||
Net Assets 100.0% |
$ |
287,114,634 |
| |||||||
|
|
franklintempleton.com | Annual Report | 13 |
TEMPLETON EMERGING MARKETS FUND
STATEMENT OF INVESTMENTS
See Abbreviations on page 23.
Rounds to less than 0.1% of net assets.
aNon-income producing.
bSecurity was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security 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. These securities have been deemed liquid under guidelines approved by the Funds Board of Trustees. At August 31, 2018, the aggregate value of these securities was $3,530,743, representing 1.2% of net assets.
cSee Note 1(c) regarding Participatory Notes.
dVariable rate security. The rate shown represents the yield at period end.
eSee Note 3(c) regarding investments in affiliated management investment companies.
fThe rate shown is the annualized seven-day effective yield at period end.
14 |
Annual Report | The accompanying notes are an integral part of these financial statements. | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
Statement of Assets and Liabilities
August 31, 2018
Assets: |
||||
Investments in securities: |
||||
Cost - Unaffiliated issuers |
$196,660,179 | |||
Cost - Non-controlled affiliates (Note 3c) |
8,367,054 | |||
|
|
|||
Value - Unaffiliated issuers |
$278,872,004 | |||
Value - Non-controlled affiliates (Note 3c) |
8,367,054 | |||
Cash |
3,962 | |||
Receivables: |
||||
Investment securities sold |
36,704 | |||
Dividends |
417,875 | |||
Foreign tax refund |
8,132 | |||
|
|
|||
Total assets |
287,705,731 | |||
|
|
|||
Liabilities: |
||||
Payables: |
||||
Fund shares repurchased |
52,756 | |||
Management fees |
300,720 | |||
Custodian fees |
30,371 | |||
Professional fees |
53,370 | |||
Deferred tax |
136,973 | |||
Accrued expenses and other liabilities |
16,907 | |||
|
|
|||
Total liabilities |
591,097 | |||
|
|
|||
Net assets, at value |
$287,114,634 | |||
|
|
|||
Net assets consist of: |
||||
Paid-in capital |
$196,181,218 | |||
Distributions in excess of net investment income |
(293,826 | ) | ||
Net unrealized appreciation (depreciation) |
82,068,836 | |||
Accumulated net realized gain (loss) |
9,158,406 | |||
|
|
|||
Net assets, at value |
$287,114,634 | |||
|
|
|||
Shares outstanding |
16,987,774 | |||
|
|
|||
Net asset value per share. |
$16.90 | |||
|
|
franklintempleton.com | The accompanying notes are an integral part of these financial statements. | Annual Report | 15 |
TEMPLETON EMERGING MARKETS FUND
FINANCIAL STATEMENTS
Statement of Operations
for the year ended August 31, 2018
Investment income: |
||||
Dividends: (net of foreign taxes)* |
||||
Unaffiliated issuers |
$ 6,810,209 | |||
Non-controlled affiliates (Note 3c) |
48,949 | |||
|
|
|||
Total investment income |
6,859,158 | |||
|
|
|||
Expenses: |
||||
Management fees (Note 3a) |
3,958,780 | |||
Transfer agent fees |
71,681 | |||
Custodian fees (Note 4) |
101,118 | |||
Reports to shareholders |
31,619 | |||
Registration and filing fees |
24,414 | |||
Professional fees |
119,086 | |||
Trustees fees and expenses |
37,035 | |||
Other |
36,372 | |||
|
|
|||
Total expenses |
4,380,105 | |||
Expenses waived/paid by affiliates (Note 3c) |
(15,293 | ) | ||
|
|
|||
Net expenses |
4,364,812 | |||
|
|
|||
Net investment income |
2,494,346 | |||
|
|
|||
Realized and unrealized gains (losses): |
||||
Net realized gain (loss) from: |
||||
Investments: |
||||
Unaffiliated issuers |
16,545,295 | |||
Foreign currency transactions |
(51,683 | ) | ||
|
|
|||
Net realized gain (loss) |
16,493,612 | |||
|
|
|||
Net change in unrealized appreciation (depreciation) on: |
||||
Investments: |
||||
Unaffiliated issuers |
(24,696,128 | ) | ||
Translation of other assets and liabilities denominated in foreign currencies |
(5,986 | ) | ||
Change in deferred taxes on unrealized appreciation |
(116,854 | ) | ||
|
|
|||
Net change in unrealized appreciation (depreciation) |
(24,818,968 | ) | ||
|
|
|||
Net realized and unrealized gain (loss) |
(8,325,356 | ) | ||
|
|
|||
Net increase (decrease) in net assets resulting from operations |
$(5,831,010 | ) | ||
|
|
*Foreign taxes withheld on dividends |
$ 950,886 |
16 |
Annual Report | The accompanying notes are an integral part of these financial statements. | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
FINANCIAL STATEMENTS
Statements of Changes in Net Assets
Year Ended August 31, | ||||||||
2018 | 2017 | |||||||
Increase (decrease) in net assets: |
||||||||
Operations: |
||||||||
Net investment income |
$ | 2,494,346 | $ | 2,822,153 | ||||
Net realized gain (loss) |
16,493,612 | 16,242,150 | ||||||
Net change in unrealized appreciation (depreciation) |
(24,818,968 | ) | 61,124,634 | |||||
|
|
|||||||
Net increase (decrease) in net assets resulting from operations |
(5,831,010 | ) | 80,188,937 | |||||
|
|
|||||||
Distributions to shareholders from: |
||||||||
Net investment income |
(4,345,445 | ) | (3,501,659 | ) | ||||
Net realized gains |
(15,154,108 | ) | | |||||
|
|
|||||||
Total distributions to shareholders |
(19,499,553 | ) | (3,501,659 | ) | ||||
|
|
|||||||
Capital share transactions from - repurchase of shares (Note 2) |
(8,558,881 | ) | (6,324,882 | ) | ||||
|
|
|||||||
Net increase (decrease) in net assets |
(33,889,444 | ) | 70,362,396 | |||||
Net assets: |
||||||||
Beginning of year |
321,004,078 | 250,641,682 | ||||||
|
|
|||||||
End of year |
$ | 287,114,634 | $ | 321,004,078 | ||||
|
|
|||||||
Undistributed net investment income included in net assets: |
||||||||
End of year |
$ | | $ | 1,471,589 | ||||
|
|
|||||||
Distributions in excess of net investment income included in net assets: |
||||||||
End of year |
$ | (293,826 | ) | $ | | |||
|
|
franklintempleton.com | The accompanying notes are an integral part of these financial statements. | Annual Report | 17 |
TEMPLETON EMERGING MARKETS FUND
18 |
Annual Report | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
NOTES TO FINANCIAL STATEMENTS
franklintempleton.com | Annual Report | 19 |
TEMPLETON EMERGING MARKETS FUND
NOTES TO FINANCIAL STATEMENTS
2. Shares of Beneficial Interest
At August 31, 2018, there were an unlimited number of shares authorized (without par value). During the years ended August 31, 2018 and 2017 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 1,097,333 shares. Transactions in the Funds shares were as follows:
Year Ended August 31, | ||||||||||||||
2018 | 2017 | |||||||||||||
Shares | Amount | Shares | Amount | |||||||||||
Shares repurchased |
(538,586 | ) | $(8,558,881) | (483,100) | $(6,324,882) | |||||||||
Weighted average discount of market price to net asset value of shares repurchased |
12.11% | 11.99% |
3. Transactions with Affiliates
Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:
Subsidiary | Affiliation | |
Templeton Asset Management Ltd. (TAML) | Investment manager | |
Franklin Templeton Services, LLC (FT Services) | Administrative manager |
20 |
Annual Report | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
NOTES TO FINANCIAL STATEMENTS
a. Management Fees
The Fund pays an investment management fee to TAML based on the average daily net assets of the Fund as follows:
Annualized Fee Rate | Net Assets | |
1.250% | Up to and including $1 billion | |
1.200% | Over $1 billion, up to and including $5 billion | |
1.150% | Over $5 billion, up to and including $10 billion | |
1.100% | Over $10 billion, up to and including $15 billion | |
1.050% | Over $15 billion, up to and including $20 billion | |
1.000% | In excess of $20 billion |
For the year ended August 31, 2018, the gross effective investment management fee rate was 1.250% of the Funds average daily net assets.
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 Funds 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 for purposes other than 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, 2018, the Fund held investments in affiliated management investment companies as follows:
Number of Shares Held at Beginning of Year |
Gross Additions |
Gross Reductions |
Number of Shares Held at End of Year |
Value at End of Year |
Dividend Income |
Realized Gain (Loss) |
Net Change in Unrealized Appreciation (Depreciation) | |||||||||||||||||||
Non-Controlled Affiliates |
||||||||||||||||||||||||||
Institutional Fiduciary Trust Money Market Portfolio, 1.64% |
3,296,567 | 52,572,693 | (47,502,206 | ) | 8,367,054 | $ | 8,367,054 | $48,949 | $ | $ |
4. Expense Offset Arrangement
The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Funds custodian expenses. During the year ended August 31, 2018, there were no credits earned.
5. Income Taxes
The tax character of distributions paid during the years ended August 31, 2018 and 2017, was as follows:
2018 | 2017 | |||||||
Distributions paid from: |
||||||||
Ordinary income |
$ | 4,345,445 | $ | 3,501,659 | ||||
Long term capital gain |
15,154,108 | | ||||||
$ | 19,499,553 | $ | 3,501,659 |
franklintempleton.com | Annual Report | 21 |
TEMPLETON EMERGING MARKETS FUND
NOTES TO FINANCIAL STATEMENTS
5. Income Taxes (continued)
At August 31, 2018, the cost of investments, net unrealized appreciation (depreciation), undistributed ordinary income and undistributed long term capital gains for income tax purposes were as follows:
Cost of investments |
$ | 207,288,563 | ||
|
|
| ||
Unrealized appreciation |
$ | 94,868,007 | ||
Unrealized depreciation |
(14,917,512 | ) | ||
|
|
| ||
Net unrealized appreciation (depreciation) |
$ |
79,950,495 |
| |
|
|
| ||
Distributable earnings: |
||||
Undistributed ordinary income |
$ | 2,832,121 | ||
Undistributed long term capital gains |
8,293,795 | |||
|
|
| ||
Total distributable earnings |
$ |
11,125,916 |
| |
|
|
|
Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatment of corporate actions.
6. Investment Transactions
Purchases and sales of investments (excluding short term securities) for the year ended August 31, 2018, aggregated $36,335,592 and $56,850,974, respectively.
7. 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 and regional economic, political and social conditions, which may result in greater market volatility. In addition, certain foreign securities may not be as liquid as U.S. securities.
The United States and other nations have imposed and could impose additional sanctions on certain issuers in Russia due to regional conflicts. These sanctions could result in the devaluation of Russias currency, a downgrade in Russian issuers credit ratings, or a decline in the value and liquidity of Russian stocks or other securities. Such sanctions could also adversely affect Russias economy, possibly forcing the economy into a recession. The Fund may be prohibited from investing in securities issued by companies subject to such sanctions. In addition, if the Fund holds the securities of an issuer that is subject to such sanctions, an immediate freeze of that issuers securities could result, impairing the ability of the Fund to buy, sell, receive or deliver those securities. There is also the risk that countermeasures could be taken by Russias government, which could involve the seizure of the Funds assets. These risks could affect the value of the Funds portfolio. While the Fund holds securities of certain issuers impacted by the sanctions, existing investments do not presently violate the applicable terms and conditions of the sanctions. The sanctions currently do not affect the Funds ability to sell these securities. At August 31, 2018, the Fund had 8.8% of its net assets invested in Russia.
8. Fair Value Measurements
The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Funds own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds 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.) |
22 |
Annual Report | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
NOTES TO FINANCIAL STATEMENTS
| Level 3 significant unobservable inputs (including the Funds 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.
For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement.
A summary of inputs used as of August 31, 2018, in valuing the Funds assets carried at fair value, is as follows:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Investments in Securities:a |
||||||||||||||||
Equity Investmentsb |
$ | 277,282,902 | $ | | $ | | $ | 277,282,902 | ||||||||
Participatory Notes |
| 1,589,102 | | 1,589,102 | ||||||||||||
Short Term Investments |
8,367,054 | | | 8,367,054 | ||||||||||||
|
|
|||||||||||||||
Total Investments in Securities |
$ |
285,649,956 |
|
$ |
1,589,102 |
|
$ |
|
|
$ |
287,239,058 |
| ||||
|
|
aFor detailed categories, see the accompanying Statement of Investments.
bIncludes common and preferred stocks.
9. New Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure FrameworkChanges to the Disclosure Requirements for Fair Value Measurements. The amendments in the ASU modify the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Management is currently evaluating the impact, if any, of applying this provision.
10. 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 | ||
Selected Portfolio
| ||
ADR |
American Depositary Receipt | |
GDR |
Global Depositary Receipt |
franklintempleton.com | Annual Report | 23 |
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 statement of investments, of Templeton Emerging Markets Fund (the Fund) as of August 31, 2018, the related statement of operations for the year ended August 31, 2018, the statement of changes in net assets for each of the two years in the period ended August 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2018 (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, 2018, 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, 2018 and the financial highlights for each of the five years in the period ended August 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds 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, 2018 by correspondence with the custodian, transfer agent, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
San Francisco, California
October 16, 2018
We have served as the auditor of one or more investment companies in the Franklin Templeton funds since 1948.
24 |
Annual Report | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
Under Section 852(b)(3)(C) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $15,154,108 as a long term capital gain dividend for the fiscal year ended August 31, 2018.
Under Section 854(b)(1)(B) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $3,679,939 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Internal Revenue Code for the fiscal year ended August 31, 2018. Distributions, including qualified dividend income, paid during calendar year 2018 will be reported to shareholders on Form 1099-DIV by mid-February 2019. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.
At August 31, 2017, more than 50% of the Funds total assets were invested in securities of foreign issuers. In most instances, foreign taxes were withheld from income paid to the Fund on these investments. As shown in the table below, the Fund hereby reports to shareholders the foreign source income and foreign taxes paid, pursuant to Section 853 of the Internal Revenue Code. This written statement will allow shareholders of record on December 15, 2017, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.
The following table provides a detailed analysis of foreign tax paid, foreign source income, and foreign source qualified dividends as reported by the Fund, to shareholders of record.
Foreign Tax Paid Per Share |
Foreign Source Income Per Share |
Foreign Source Qualified Dividends Per Share |
||||||||||
|
$0.0498 |
|
$0.2852 | $0.1801 |
Foreign Tax Paid Per Share (Column 1) is the amount per share available to you, as a tax credit (assuming you held your shares in the Fund for a minimum of 16 days during the 31-day period beginning 15 days before the ex-dividend date of the Funds distribution to which the foreign taxes relate), or, as a tax deduction.
Foreign Source Income Per Share (Column 2) is the amount per share of income dividends attributable to foreign securities held by the Fund, plus any foreign taxes withheld on these dividends. The amounts reported include foreign source qualified dividends that have not been adjusted for the rate differential applicable to such dividend income.1
Foreign Source Qualified Dividends Per Share (Column 3) is the amount per share of foreign source qualified dividends, plus any foreign taxes withheld on these dividends. These amounts represent the portion of the Foreign Source Income reported to you in column 2 that were derived from qualified foreign securities held by the Fund.1
In February 2018, shareholders received Form 1099-DIV which included their share of taxes paid and foreign source income distributed during the calendar year 2017. The Foreign Source Income reported on Form 1099-DIV was not adjusted for the rate differential on foreign source qualified dividend income. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their 2017 individual income tax returns.
1Qualified dividends are taxed at reduced long term capital gains tax rates. In determining the amount of foreign tax credit that may be applied against the U.S. tax liability of individuals receiving foreign source qualified dividends, adjustments may be required to the foreign tax credit limitation calculation to reflect the rate differential applicable to such dividend income. The rules however permit certain individuals to elect not to apply the rate differential adjustments for capital gains and/or dividends for any taxable year. Please consult your tax advisor and the instructions to Form 1116 for more information.
franklintempleton.com | Annual Report | 25 |
TEMPLETON EMERGING MARKETS FUND
Annual Meeting of Shareholders
March 1, 2018 and Reconvened on March 15, 2018 and March 29, 2018 (unaudited)
The Annual Meeting of Shareholders of Templeton Emerging Markets Fund (the Fund) was held at the Funds offices, 300 S.E. 2nd Street, Fort Lauderdale, Florida, on March 1, 2018 and reconvened on March 15, 2018 and March 29, 2018. The purpose of the meeting was to elect four Trustees of the Fund, to approve an amended fundamental investment restriction regarding investments in commodities, to approve an amended fundamental investment restriction regarding lending, to approve a change to the Funds status from diversified to non-diversified 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, 2018. At the reconvened meeting held on March 29, 2018, the following persons were elected by the shareholders to serve as Trustees of the Fund: Ann Torre Bates, David W. Niemiec, Larry D. Thompson and Robert E. Wade.* The proposals to approve an amended fundamental investment restriction regarding investments in commodities, to approve an amended fundamental investment restriction regarding lending, to approve a change to the Funds status from diversified to non-diversified and the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending August 31, 2018 were approved by shareholders. 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:
Term Expiring 2021 | For | % of Outstanding Shares |
% of Shares Present |
Withheld | % of Outstanding Shares |
% of Shares Present |
||||||||||||||||||
Ann Torre Bates |
11,466,302 | 65.73% | 85.61% | 1,926,877 | 11.05% | 14.39% | ||||||||||||||||||
David W. Niemiec |
11,456,749 | 65.68% | 85.54% | 1,936,430 | 11.10% | 14.46% | ||||||||||||||||||
Larry D. Thompson |
11,507,425 | 65.97% | 85.92% | 1,885,755 | 10.81% | 14.08% | ||||||||||||||||||
Robert E. Wade |
11,460,529 | 65.70% | 85.57% | 1,932,651 | 11.08% | 14.43% |
There were no broker non-votes received with respect to this item.
2. To approve an amended fundamental investment restriction regarding investments in commodities:
Shares Voted |
% of Outstanding Shares |
% of Shares Present |
||||||||||
For |
9,617,320 | 55.13% | 71.81% | |||||||||
Against |
1,989,944 | 11.41% | 14.86% | |||||||||
Abstain |
154,662 | 0.89% | 1.15% |
There were 1,631,254 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.
26 |
Annual Report | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
ANNUAL MEETING OF SHAREHOLDERS
3. To approve an amended fundamental investment restriction regarding lending:
Shares Voted |
% of Outstanding Shares |
% of Shares |
||||||||||
For |
9,519,457 | 54.57% | 71.08% | |||||||||
Against |
2,070,056 | 11.87% | 15.46% | |||||||||
Abstain |
172,411 | 0.99% | 1.29% |
There were 1,631,254 broker non-votes received with respect to this item.
4. To approve a change to the Funds status from diversified to non-diversified:
Shares Voted |
% of Outstanding Shares |
% of Shares |
||||||||||
For |
9,029,564 | 51.76% | 67.42% | |||||||||
Against |
2,574,931 | 14.76% | 19.23% | |||||||||
Abstain |
157,430 | 0.90% | 1.18% |
There were 1,631,254 broker non-votes received with respect to this item.
5. Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending August 31, 2018:
Shares Voted |
% of Outstanding Shares |
% of Shares |
||||||||||
For |
12,960,694 | 74.30% | 96.77% | |||||||||
Against |
302,725 | 1.74% | 2.26% | |||||||||
Abstain |
129,751 | 0.74% | 0.97% |
franklintempleton.com | Annual Report | 27 |
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 Funds 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 American Stock Transfer and Trust Company, LLC (the Plan Administrator) and sent to American Stock Transfer and 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 Administrators 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 American Stock Transfer and 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 participants name for all full shares held by the Plan Administrator; or, if the participant wishes, the Plan Administrator will sell the participants 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 Plans Terms & Conditions located at the back of this report.
28 |
Annual Report | franklintempleton.com |
TEMPLETON EMERGING MARKETS FUND
Transfer Agent
American Stock Transfer and Trust Company, LLC
P.O. Box 922, Wall Street Station
New York, NY 10269-560
(800) 416-5585
www.astfinancial.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.astfinancial.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 American Stock Transfer and 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 American Stock Transfer and 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 American Stock Transfer and Trust Company, LLCs web site at www.astfinancial.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 Funds 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 Funds mailing list, by writing Templeton Emerging Markets Fund, 100 Fountain Parkway, P.O. Box 33030, St. Petersburg, FL 33733-8030.
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TEMPLETON EMERGING MARKETS FUND
The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Fund, principal occupations during at least the past five years and number of U.S. registered portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves a three-year term that continues until that persons 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* |
Other Directorships Held During at Least the Past 5 Years | ||||
Harris J. Ashton (1932) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Trustee | Since 1992 | 136 | Bar-S Foods (meat packing company) (1981-2010). | ||||
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) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Trustee | Since 2008 | 38 | Ares Capital Corporation (specialty finance company) (2010-present), United Natural Foods, Inc. (distributor of natural, organic and specialty foods) (2013-present), Allied Capital Corporation (financial services) (2003-2010), SLM Corporation (Sallie Mae) (1997-2014) and Navient Corporation (loan management, servicing and asset recovery) (2014-2016). | ||||
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). | ||||||||
Mary C. Choksi (1950) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Trustee | Since 2016 | 136 | Avis Budget Group Inc. (car rental) (2007-present), Omnicom Group Inc. (advertising and marketing communications services) (2011-present) and White Mountains Insurance Group, Ltd. (holding company) (2017-present). | ||||
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 (19872015); 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) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Lead Independent Trustee | Trustee since 1996 and Lead Independent Trustee since 2007 | 136 | Hess Corporation (exploration of oil and gas) (1993-present), Canadian National Railway (railroad) (2001-present), White Mountains Insurance Group, Ltd. (holding company) (2004-present), Santander Consumer USA Holdings, Inc. (consumer finance) (2016-present), RTI International Metals, Inc. (manufacture and distribution of titanium) (1999-2015) and H.J. Heinz Company (processed foods and allied products) (1994-2013). | ||||
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 |
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TEMPLETON EMERGING MARKETS FUND
Independent Board Members (continued)
Name, Year of Birth and Address |
Position | Length of Time Served |
Number of Portfolios in Fund Complex Overseen by Board Member* |
Other Directorships Held During at Least the Past 5 Years | ||||
J. Michael Luttig (1954) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Trustee | Since 2009 | 136 | Boeing Capital Corporation (aircraft financing) (2006-2013). | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Executive Vice President, General Counsel and member of the Executive Council, The Boeing Company (aerospace company) (2006-present); and formerly, Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006). | ||||||||
David W. Niemiec (1949) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Trustee | Since 2005 | 38 | Hess Midstream Partners LP (oil and gas midstream infrastructure) (2017-present). | ||||
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). | ||||||||
Larry D. Thompson (1945) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Trustee | Since 2005 | 136 | The Southern Company (energy company) (2014-present; previously 2010-2012), Graham Holdings Company (education and media organization) (2011-present) and Cbeyond, Inc. (business communications provider) (2010-2012). | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Director of various companies; Counsel, Finch McCranie, LLP (law firm) (2015-present); Independent Compliance Monitor and Auditor, Volkswagen AG (manufacturer of automobiles and commercial vehicles) (2017 present); John A. Sibley Professor of Corporate and Business Law, University of Georgia School of Law (2015-present; previously 2011-2012); and formerly, 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) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Trustee | Since 1999 | 24 | None | ||||
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). | ||||||||
Robert E. Wade (1946) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Trustee | Since 2006 | 38 | El Oro Ltd (investments) (2003-present). | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Attorney at law engaged in private practice as a sole practitioner (1972-2008) and member of various boards. |
franklintempleton.com | Annual Report | 31 |
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* |
Other Directorships Held During at Least the Past 5 Years | ||||
**Gregory E. Johnson (1961) One Franklin Parkway San Mateo, CA 94403-1906 |
Trustee | Since 2007 | 150 | None | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Chairman of the Board, Member Office of the Chairman, Director and Chief Executive Officer, 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 42 of the investment companies in Franklin Templeton Investments; Vice Chairman, Investment Company Institute; and formerly, President, Franklin Resources, Inc. (1994-2015). | ||||||||
**Rupert H. Johnson, Jr. (1940) One Franklin Parkway San Mateo, CA 94403-1906 |
Chairman of the Board, Trustee and Vice President | Chairman of the Board and Trustee since 2013 and Vice President since 1996 | 136 | None | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Vice Chairman, Member Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 40 of the investment companies in Franklin Templeton Investments. | ||||||||
Alison E. Baur (1964) One Franklin Parkway San Mateo, CA 94403-1906 |
Vice President | Since 2012 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: | ||||||||
Deputy General Counsel, Franklin Templeton Investments; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments. | ||||||||
Aliya S. Gordon (1973) One Franklin Parkway San Mateo, CA 94403-1906 |
Vice President | Since 2009 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Senior Associate General Counsel, Franklin Templeton Investments; and officer of 44 of the investment companies in Franklin Templeton Investments. | ||||||||
Steven J. Gray (1955) One Franklin Parkway San Mateo, CA 94403-1906 |
Vice President | Since 2009 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc. and FASA LLC; and officer of 44 of the investment companies in Franklin Templeton Investments. | ||||||||
Matthew T. Hinkle (1971) One Franklin Parkway San Mateo, CA 94403-1906 |
Chief Executive Officer Finance and Administration | Since 2017 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Senior Vice President, Franklin Templeton Services, LLC; officer of 44 of the investment companies in Franklin Templeton Investments; and formerly, Vice President, Global Tax (2012-April 2017) and Treasurer/Assistant Treasurer, Franklin Templeton Investments (2009-2017). | ||||||||
Robert G. Kubilis (1973) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Chief Financial Officer, Chief Accounting Officer and Treasurer | Since 2017 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Treasurer, U.S. Fund Administration & Reporting, Franklin Templeton Investments; and officer of 16 of the investment companies in Franklin
Templeton Investments. |
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TEMPLETON EMERGING MARKETS FUND
Interested Board Members and Officers (continued)
Name, Year of Birth and Address |
Position | Length of Time Served |
Number of Portfolios in Fund Complex Overseen by Board Member* |
Other Directorships Held During at Least the Past 5 Years | ||||
Robert Lim (1948) One Franklin Parkway San Mateo, CA 94403-1906 |
Vice President AML Compliance | Since 2016 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Vice President, Franklin Templeton Companies, LLC; Chief Compliance Officer, Franklin Templeton Distributors, Inc. and Franklin Templeton Investor Services, LLC; and officer of 44 of the investment companies in Franklin Templeton Investments. | ||||||||
Kimberly H. Novotny (1972) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Vice President | Since 2013 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Associate General Counsel, Franklin Templeton Investments; Vice President and Corporate Secretary, Fiduciary Trust International of the South; Vice President, Templeton Investment Counsel, LLC; Assistant Secretary, Franklin Resources, Inc.; and officer of 44 of the investment companies in Franklin Templeton Investments. | ||||||||
Robert C. Rosselot (1960) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Chief Compliance Officer | Since 2013 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Director, Global Compliance, Franklin Templeton Investments; Vice President, Franklin Templeton Companies, LLC; officer of 44 of the investment companies in Franklin Templeton Investments; and formerly, Senior Associate General Counsel, Franklin Templeton Investments (2007-2013); and Secretary and Vice President, Templeton Group of Funds (2004-2013). | ||||||||
Manraj S. Sekhon (1969) 7 Temasek Blvd., Suntec Tower 1, #38-03 Singapore 038987 |
President and Chief Executive Officer - Investment Management | Since August 2018 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Chief Investment Officer, Franklin Templeton Emerging Markets Equity; officer of four of the investment companies in Franklin Templeton Investments; and formerly, Chief Executive and Chief Investment Officer, Fullerton Fund Management Company Ltd. (2011-2016). | ||||||||
Karen L. Skidmore (1952) One Franklin Parkway San Mateo, CA 94403-1906 |
Vice President | Since 2009 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Senior Associate General Counsel, Franklin Templeton Investments; and officer of 44 of the investment companies in Franklin Templeton Investments. | ||||||||
Navid J. Tofigh (1972) One Franklin Parkway San Mateo, CA 94403-1906 |
Vice President | Since 2015 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Associate General Counsel, Franklin Templeton Investments; and officer of 44 of the investment companies in Franklin Templeton Investments. | ||||||||
Craig S. Tyle (1960) One Franklin Parkway San Mateo, CA 94403-1906 |
Vice President | Since 2005 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
General Counsel and Executive Vice President, Franklin Resources, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments. |
franklintempleton.com | Annual Report | 33 |
TEMPLETON EMERGING MARKETS FUND
Interested Board Members and Officers (continued)
Name, Year of Birth and Address |
Position | Length of Time Served |
Number of Portfolios in Fund Complex Overseen by Board Member* |
Other Directorships Held During at Least the Past 5 Years | ||||
Lori A. Weber (1964) 300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923 |
Vice President and Secretary | Vice President since 2011 and Secretary since 2013 | Not Applicable | Not Applicable | ||||
Principal Occupation During at Least the Past 5 Years: |
||||||||
Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; and officer of 44 of the investment companies in Franklin Templeton Investments. |
*We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers.
**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 Funds investment manager and distributor. 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 major shareholder of Resources.
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.
The Sarbanes-Oxley Act of 2002 and Rules adopted by the U.S. Securities and Exchange Commission require the Fund to disclose whether the Funds Audit Committee includes at least one member who is an audit committee financial expert within the meaning of such Act and Rules. The Funds 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 Partners LP (April 2017). 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 or the listing standards applicable to the Fund.
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TEMPLETON EMERGING MARKETS FUND
franklintempleton.com | Annual Report | 35 |
TEMPLETON EMERGING MARKETS FUND
SHAREHOLDER INFORMATION
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TEMPLETON EMERGING MARKETS FUND
SHAREHOLDER INFORMATION
franklintempleton.com | Annual Report | 37 |
TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
38 |
Not part of the annual report | franklintempleton.com |
TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)
franklintempleton.com | Not part of the annual report | 39 |
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Annual Report | ||||
Templeton Emerging Markets Fund | ||||
Investment Manager | ||||
Templeton Asset Management Ltd. | ||||
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Transfer Agent | |||
American Stock Transfer & Trust Co., LLC 6201 15th Avenue | ||||
Brooklyn, NY 11219 | ||||
Toll Free Number: (800) 416-5585 | ||||
Hearing Impaired Number: (866) 703-9077 | ||||
International Phone Number: (718) 921-8124 www.astfinancial.com | ||||
Fund Information | ||||
(800) DIAL BEN® / 342-5236 |
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 Funds 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. | ||||
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© 2018 Franklin Templeton Investments. All rights reserved. TLEMF A 10/18 |
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 12 (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 expert is David W. Niemiec and he is 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 registrants annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $45,273 for the fiscal year ended August 31, 2018 and $45,203 for the fiscal year ended August 31, 2017.
(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 registrants 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 registrants 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.
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrants 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.
(d) All Other Fees
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant, other than the services reported in paragraphs (a)-(c) of Item 4 were $113 for the fiscal year ended August 31, 2018 and $0 for the fiscal year ended August 31, 2017. 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.
There were no fees paid to the principal accountant for products and services rendered by the principal accountant to the registrants 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.
(e) (1) The registrants 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 registrants investment adviser or to any entity that controls, is controlled by or is under common control with the registrants 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 registrants investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $113 for the fiscal year ended August 31, 2018 and $0 for the fiscal year ended August 31, 2017.
(h) The registrants audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrants 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 accountants independence.
Item 5. | Audit Committee of Listed Registrants. |
Members of the Audit Committee are: Ann Torre Bates, 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 Funds investment manager Templeton Asset Management Ltd. (Asset Management) in accordance with the Proxy Voting Policies and Procedures (Policies) adopted by the investment manager.
The investment manager has delegated its administrative duties with respect to the voting of proxies for securities to the Proxy Group within Franklin Templeton Companies, LLC (Proxy Group), an affiliate and wholly owned subsidiary of Franklin Resources, Inc. All proxies received by the Proxy Group will be voted based upon the investment managers instructions and/or policies. The investment manager votes proxies solely in the best interests of the Fund and its shareholders.
To assist it in analyzing proxies of equity securities, the investment manager subscribes to Institutional Shareholder Services, Inc. (ISS), an unaffiliated third-party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, vote execution services, ballot reconciliation services, recordkeeping and vote disclosure services. In addition, the investment manager subscribes 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. Also, the investment manager has a supplemental subscription to Egan-Jones Proxy Services (Egan-Jones), an unaffiliated third party proxy advisory firm, to receive analyses and vote recommendations. Although analyses provided by ISS, Glass Lewis, Egan-Jones, 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 manager does not consider recommendations from a Proxy Service or any third party to be determinative of the investment managers ultimate decision. Rather, the investment manager exercises its independent judgment in making voting decisions. For most proxy proposals, the investment managers evaluation should result in the same position being taken for all Funds. In some cases, however, the evaluation may result in a Fund voting differently, depending upon the nature and objective of the Fund, the composition of its portfolio and other factors. As a matter of policy, the officers, directors/trustees and employees of the investment manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and its shareholders. Efforts are made to resolve all conflicts in the best interests of the investment managers clients. 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. In situations where a material conflict of interest is identified, the Proxy Group may vote consistent with the voting recommendation of a Proxy Service; or send the proxy directly to the Funds board or a committee of the board with the investment managers recommendation regarding the vote for approval.
Where a material conflict of interest has been identified, but the items on which the investment managers vote recommendations differ from a Proxy Service and relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) Other Business without describing the matters that might be considered, or (3) items the investment manager wishes to vote in opposition to the recommendations of an issuers management, the Proxy Group may
defer to the vote recommendations of the investment manager rather than sending the proxy directly to the Funds board or a board committee for approval.
To avoid certain potential conflicts of interest, the investment manager will employ echo voting, if possible, in the following instances: (1) when the Fund invests in an underlying fund in reliance on any one of Sections 12(d) (1) (E), (F), or (G) of the 1940 Act, the rules thereunder, or pursuant to a SEC exemptive order thereunder; (2) when the Fund invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (cash sweep arrangement); or (3) when required pursuant to the Funds governing documents or applicable law. Echo voting means that the investment manager will vote the shares in the same proportion as the vote of all of the other holders of the underlying funds shares.
The recommendation of management on any issue is a factor that the investment manager considers in determining how proxies should be voted. However, the investment manager does not consider recommendations from management to be determinative of the investment managers ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the companys management. Each issue, however, is considered on its own merits, and the investment manager will not support the position of the companys management in any situation where it deems that the ratification of managements position would adversely affect the investment merits of owning that companys shares.
Engagement with issuers. The investment manager believes that engagement with issuers is important to good corporate governance and to assist in making proxy voting decisions. The investment manager 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 manager may also engage with management on a range of environmental, social or corporate governance issues throughout the year.
Investment managers proxy voting policies and principles The investment manager has adopted general proxy voting guidelines, which are summarized below. These guidelines are not an exhaustive list of all the issues that may arise and the investment manager cannot anticipate all future situations. In all cases, each proxy and proposal (including both management and shareholder proposals) will be considered based on the relevant facts and circumstances on a case-by-case basis.
Board of directors. The investment manager supports an independent, diverse board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. The investment manager supports boards with strong risk management oversight. The investment manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. The investment manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, the investment manager will review this issue as well as proposals to restore or provide for cumulative voting on a case-by-case basis, taking into consideration factors such as the companys corporate governance guidelines or provisions and performance. The investment manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the investment manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.
In the event of a contested election, the investment manager will review a number of factors in making a decision including managements track record, the
companys financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents and/or shareholder nominees.
Ratification of auditors of portfolio companies. The investment manager will closely scrutinize the independence, role and performance of auditors. On a case-by-case basis, the investment manager will examine proposals relating to non-audit relationships and non-audit fees. The investment manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence. The investment manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.
Management and director compensation. A companys equity-based compensation plan should be in alignment with the shareholders long-term interests. The investment manager believes that executive compensation should be directly linked to the performance of the company. The investment manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable, including the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plans. The investment manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment evergreen feature. The investment manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.
Severance compensation arrangements will be reviewed on a case-by-case basis, although the investment manager will generally oppose golden parachutes that are considered to be excessive. The investment manager will normally support proposals that require a percentage of directors compensation to be in the form of common stock, as it aligns their interests with those of shareholders.
The investment manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the companys remuneration practices.
Anti-takeover mechanisms and related issues. The investment manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, the investment manager conducts an independent review of each anti-takeover proposal. On occasion, the investment manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm the Fund or its shareholders interests. The investment manager generally supports proposals that require shareholder rights plans (poison pills) to be subject to a shareholder vote and will closely evaluate such plans on a case-by-case basis to determine whether or not they warrant support. In addition, the investment manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. The investment manager generally opposes any supermajority voting requirements as well as the payment of greenmail. The investment manager generally supports fair price provisions and confidential voting. The investment manager will review a companys proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing
corporate governance provisions and general business laws that may result from the change in domicile.
Changes to capital structure. The investment manager realizes that a companys financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. The investment manager will review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. The investment manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. The investment manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. The investment manager will review proposals seeking preemptive rights on a case-by-case basis.
Mergers and corporate restructuring. Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. The investment manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.
Environmental and social issues. The investment manager considers environmental and social issues alongside traditional financial measures to provide a more comprehensive view of the value, risk and return potential of an investment. Companies may face significant financial, legal and reputational risks resulting from poor environmental and social practices, or negligent oversight of environmental or social issues. Franklin Templetons Responsible Investment Principles and Policies describes the investment managers approach to consideration of environmental, social and governance issues within the investment managers processes and ownership practices.
In the investment managers experience, those companies that are managed well are often effective in dealing with the relevant environmental and social issues that pertain to their business. As such, the investment manager will generally give management discretion with regard to environmental and social issues. However, in cases where management and the board have not demonstrated adequate efforts to mitigate material environmental or social risks, have engaged in inappropriate or illegal conduct, or have failed to adequately address current or emergent risks that threaten shareholder value, the investment manager may choose to support well-crafted shareholder proposals that serve to promote or protect shareholder value. This may include seeking appropriate disclosure regarding material environmental and social issues. The investment manager will review shareholder proposals on a case-by-case basis and may support those that serve to enhance value or mitigate risk, are drafted appropriately, and do not disrupt the course of business or require a disproportionate or inappropriate use of company resources.
The investment manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight of lobbying and corporate political contributions if the investment manager believes that there is evidence of inadequate oversight by the companys board, if the companys current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the companys peers.
Governance matters. The investment manager generally supports the right of shareholders to call special meetings and act by written consent. However, the investment manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources.
Proxy access. In cases where the investment manager is satisfied with company performance and the responsiveness of management, it will generally vote against shareholder proxy access proposals not supported by management. In other instances, the investment manager will consider such proposals on a case-by-case basis, taking into account factors such as the size of the company, ownership thresholds and holding periods, nomination limits (e.g., number of candidates that can be nominated), the intentions of the shareholder proponent, and shareholder base.
Global corporate governance. Many of the tenets discussed above are applied to the investment managers proxy voting decisions for international investments. However, the investment manager must be flexible in these worldwide markets. Principles of good corporate governance may vary by country, given the constraints of a countrys laws and acceptable practices in the markets. As a result, it is on occasion difficult to apply a consistent set of governance practices to all issuers. As experienced money managers, the investment managers analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.
The investment manager will generally attempt to process every proxy it receives for all domestic and foreign securities. However, there may be situations in which the investment manager 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 the 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 manager held shares on the record date but has sold them prior to the meeting date; (vii) a proxy voting service is not offered by the custodian in the market; (viii) due to either system error or human error, the investment managers intended vote is not correctly submitted; (ix) the investment manager believes it is not in the best interest of the Fund or its shareholders to vote the proxy for any other reason not enumerated herein; or (x) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.
In some non-U.S. jurisdictions, even if the investment manager uses reasonable efforts to vote a proxy on behalf of the Fund, 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 manager does not have sufficient notice; or (c) the exercise by the issuer of its discretion to reject the vote of the investment manager. 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 issuers agent.
The investment manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by the investment manager or its affiliates, determine to use its best efforts to recall any security on loan where the investment manager or its affiliates (a) learn of a vote on a material event that may 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.
Procedures for meetings involving fixed income securities. 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 manager for each Fund involved. If the Proxy Group does not receive voting instructions from the investment manager, the Proxy Group will take no action on the event. The investment manager 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.
The Proxy Group will monitor such meetings involving fixed income securities for conflicts of interest in accordance with these procedures for fixed income securities. If a fixed income issuer is flagged as a potential conflict of interest, the investment manager may nonetheless vote as it deems in the best interests of the Fund. The investment manager will report such decisions on an annual basis to the Fund board as may be required.
Shareholders may view the 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 33301-1923, Attention: Proxy Group. Copies of the Funds proxy voting records are available online at franklintempleton.com and posted on the SEC website at www.sec.gov. The proxy voting records are updated each year by August 31 to reflect the most recent 12-month period ended June 30.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
(a) (1) As of October 25, 2018, the portfolio manager of the Fund is 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 has primary responsibility for the investments of the Fund. He has final authority over all aspects of the Funds 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 he may perform these functions, and the nature of these functions, may change from time to time. He joined Franklin Templeton Investments in 1995.
CFA and Chartered Financial Analyst are trademarks owned by CFA Institute.
(a) (2) This section reflects information about the portfolio manager as of the fiscal year ended August 31, 2018.
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 |
4 | 2,750.7 | 10 | 4,815.1 | 1 | 2,769.9 |
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. |
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 managers compensation may give rise to potential conflicts of interest. A portfolio managers 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 managers 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 managers level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio managers 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 Funds shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash and equity which vest over a three-year period. The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the mutual funds they advise. The bonus plan seeks to provide a competitive level of annual bonus compensation, commensurate with the portfolio managers consistently strong investment performance. In accordance with Franklin Templeton guidelines, the Chief Investment Officer and/or other officers of the portfolio manager who also bear responsibility for the account, have discretion in the granting of annual bonuses. The following factors are generally considered when determining bonuses:
| Stock selection. The quality and success of a portfolio managers purchase and sale recommendations are considered when granting bonus awards. |
| Investment performance. Primary consideration is given to the performance of their portfolios relative to those portfolios with similar objectives and restrictions. |
| Non-investment performance. The more qualitative contributions of a portfolio manager to the companys business and the investment management team, such as superior client service, are evaluated in determining the amount of any bonus award. |
| Responsibilities. The characteristics and complexity of accounts managed by the portfolio manager are factored in the managers appraisal. |
| Research. Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on productivity and quality of recommendations over time. |
Additional long-term equity-based compensation Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds. Vesting of such deferred equity-based compensation awards is subject to achievement of key corporate and investment management metrics, designed to retain key talent through attractive incentives, whilst maintaining line of sight to both Corporate and Fund performance.
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 |
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 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Period |
(a) Total Number of Shares Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program |
(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
Month #1 (3/1/18 - 3/31/18) |
59,946.000 | 16.71 | 59,946.000 | 17,393,642.00 | ||||||||||||
Month #2 (4/1/18 - 4/30/18) |
74,822.000 | 15.98 | 74,822.000 | 17,333,696.00 | ||||||||||||
Month #3 (5/1/18 - 5/31/18) |
96,189.000 | 15.62 | 96,189.000 | 17,258,874.00 | ||||||||||||
Month #4 (6/1/18 - 6/30/18) |
69,950.000 | 15.10 | 69,950.000 | 17,162,685.00 | ||||||||||||
Month #5 (7/1/18 - 7/31/18) |
51,633.000 | 14.77 | 51,633.000 | 17,092,735.00 | ||||||||||||
Month #6 (8/1/18 - 8/31/18) |
53,328.000 | 14.48 | 53,328.000 | 17,041,102.00 | ||||||||||||
|
|
|
|
|
|
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Total |
405,868.000 | 405,868.000 | 16,987,774.00 | |||||||||||||
|
|
|
|
|
|
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 February 26, 2013, the Board approved a modification to the Funds previously announced open-market share repurchase program to authorize the Fund to repurchase up to 10% of the Funds shares outstanding in open market transactions as of that date, at the discretion of management. Since the inception of the program, the Fund had repurchased a total of 1,097,333 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 Registrants 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 ensure that information required to be disclosed in the Registrants filings under the Securities Exchange Act of 1934 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 Registrants management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrants 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 Registrants management, including the
Registrants principal executive officer and the Registrants principal financial officer, of the effectiveness of the design and operation of the Registrants disclosure controls and procedures. Based on such evaluation, the Registrants principal executive officer and principal financial officer concluded that the Registrants disclosure controls and procedures are effective.
(b) Changes in Internal Controls. There have been no changes in the Registrants internal controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company. N/A
Item 13. | Exhibits. |
(a)(1) Code of Ethics
(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 Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer
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/ MATTHEW T. HINKLE | |
Matthew T. Hinkle | ||
Chief Executive Officer | ||
Finance and Administration | ||
Date: October 25, 2018 |
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 | |
Matthew T. Hinkle | ||
Chief Executive Officer | ||
Finance and Administration | ||
Date: October 25, 2018 | ||
By | /s/ ROBERT G. KUBILIS | |
Robert G. Kubilis | ||
Chief Financial Officer and | ||
Chief Accounting Officer | ||
Date: October 25, 2018 |