nq-emf_113013.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF

REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-04985

Templeton Emerging Markets Fund

(Exact name of registrant as specified in charter)

300 S.E. 2^nd 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)

Registrant's telephone number, including area code: (954) 527-7500

Date of fiscal year end: 8/31

Date of reporting period: 11/30/13

Item 1. Schedule of Investments.


Templeton Emerging Markets Fund

Statement of Investments, November 30, 2013 (unaudited)


	Industry	Shares/Rights		Value
Common Stocks and Other Equity Interests 89.0%
Austria 1.3%
OMV AG	Oil, Gas & Consumable Fuels	97,112	$	4,755,606

Brazil 2.8%
Itau Unibanco Holding SA, ADR	Commercial Banks	732,636		10,308,188

China 23.7%
^aAluminum Corp. of China Ltd., H	Metals & Mining	11,634,000		4,351,880
Anhui Tianda Oil Pipe Co. Ltd., H	Energy Equipment & Services	7,714,000		1,243,768
Brilliance China Automotive Holdings Ltd.	Automobiles	27,382,900		47,965,506
China Petroleum and Chemical Corp., H	Oil, Gas & Consumable Fuels	7,033,000		6,041,777
Guangzhou Automobile Group Co. Ltd., H	Automobiles	8,792,034		11,680,903
PetroChina Co. Ltd., H	Oil, Gas & Consumable Fuels	9,248,000		10,938,732
Shenzhen Chiwan Wharf Holdings Ltd., B	Transportation Infrastructure	2,126,967		4,030,253
Win Hanverky Holdings Ltd.	Textiles, Apparel & Luxury Goods	16,750,000		2,030,918
				88,283,737
Hong Kong 7.9%
Dairy Farm International Holdings Ltd.	Food & Staples Retailing	1,606,800		16,646,448
Victory City International Holdings Ltd.	Textiles, Apparel & Luxury Goods	33,104,887		5,209,569
VTech Holdings Ltd.	Communications Equipment	568,600		7,598,300
				29,454,317
India 7.6%
Infosys Ltd.	IT Services	40,900		2,198,082
National Aluminium Co. Ltd.	Metals & Mining	2,660,120		1,594,392
Oil & Natural Gas Corp. Ltd.	Oil, Gas & Consumable Fuels	1,083,180		5,181,641
Peninsula Land Ltd.	Real Estate Management &
	Development	1,723,456		925,268
Sesa Sterlite Ltd.	Metals & Mining	2,716,280		7,966,141
Tata Consultancy Services Ltd.	IT Services	328,500		10,553,232
				28,418,756
Indonesia 5.8%
Astra International Tbk PT	Automobiles	21,950,000		11,468,129
Bank Central Asia Tbk PT	Commercial Banks	6,752,500		5,447,158
Bank Danamon Indonesia Tbk PT	Commercial Banks	14,841,785		4,714,632
				21,629,919
Jordan 0.2%
Arab Potash Co. PLC	Chemicals	17,446		711,101

Mexico 2.1%
Wal-Mart de Mexico SAB de CV, V	Food & Staples Retailing	3,022,000		8,013,787

Pakistan 3.1%
^aFaysal Bank Ltd.	Commercial Banks	23,853,867		2,362,292
MCB Bank Ltd.	Commercial Banks	3,401,646		9,077,329
				11,439,621
Peru 1.8%
Compania de Minas Buenaventura SA, ADR	Metals & Mining	568,885		6,712,843

Poland 0.4%
^aPolnord SA	Construction & Engineering	419,444		1,330,837
^aPolnord SA, rts., 12/06/13	Construction & Engineering	167,876		35,799
				1,366,636
Russia 7.5%
Gazprom OAO, ADR	Oil, Gas & Consumable Fuels	1,330,844		11,478,530
^bLUKOIL Holdings, ADR	Oil, Gas & Consumable Fuels	101,006		6,259,847
^bLUKOIL Holdings, ADR (London Stock Exchange)	Oil, Gas & Consumable Fuels	36,510		2,262,707
Mining and Metallurgical Co. Norilsk Nickel	Metals & Mining	39,788		5,982,219

Quarterly Statement of Investments | See Notes to Statement of Investments.


Templeton Emerging Markets Fund

Statement of Investments, November 30, 2013 (unaudited) (continued)
^cTMK OAO, GDR, Reg S	Energy Equipment & Services	165,233		1,881,178
				27,864,481
South Africa 1.1%
Impala Platinum Holdings Ltd.	Metals & Mining	360,450		4,178,337
South Korea 5.0%
Hyundai Development Co.	Construction & Engineering	310,080		6,695,579
Neopharm Co. Ltd.	Personal Products	332,238		1,698,536
SK Innovation Co. Ltd.	Oil, Gas & Consumable Fuels	75,756		10,308,789
				18,702,904
Thailand 12.8%
Kasikornbank PCL, fgn.	Commercial Banks	2,251,200		11,868,750
Kiatnakin Bank PCL, fgn.	Commercial Banks	8,084,600		10,151,463
Land and Houses PCL, fgn.	Real Estate Management &
	Development	8,514,132		2,762,345
PTT Exploration and Production PCL, fgn.	Oil, Gas & Consumable Fuels	1,466,747		7,321,152
PTT PCL, fgn.	Oil, Gas & Consumable Fuels	578,000		5,319,295
Siam Commercial Bank PCL, fgn.	Commercial Banks	2,140,700		10,484,789
				47,907,794
Turkey 4.7%
Akbank TAS	Commercial Banks	2,706,307		9,915,176
Tupras-Turkiye Petrol Rafinerileri AS	Oil, Gas & Consumable Fuels	332,186		7,548,934
				17,464,110
United Kingdom 1.2%
Anglo American PLC	Metals & Mining	195,318		4,335,060

Total Common Stocks and Other Equity Interests (Cost $216,768,026)				331,547,197

Preferred Stocks 9.6%
Brazil 9.6%
Banco Bradesco SA, ADR, pfd.	Commercial Banks	830,838		11,025,220
Petroleo Brasileiro SA, ADR, pfd.	Oil, Gas & Consumable Fuels	670,320		11,087,093
Vale SA, ADR, pfd., A	Metals & Mining	966,300		13,557,189
Total Preferred Stocks (Cost $18,224,129)				35,669,502
Total Investments before Short Term Investments (Cost $234,992,155)				367,216,699

Short Term Investments (Cost $5,559,197) 1.5%
Money Market Funds 1.5%
United States 1.5%
^a,dInstitutional Fiduciary Trust Money Market Portfolio		5,559,197		5,559,197
Total Investments (Cost $240,551,352) 100.1%				372,775,896
Other Assets, less Liabilities (0.1)%				(200,781	)
Net Assets 100.0%			$	372,575,115

^aNon-income producing.
^bAt November 30, 2013, pursuant to the Fund's policies and the requirements of applicable securities law, the Fund may be restricted from trading these securities for a limited
or extended period of time due to ownership limits and/or potential possession of material non-public information.
^cSecurity 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. This security has been deemed liquid under guidelines approved by the Trust's Board of Trustees. At November 30, 2013, the value of this security was
$1,881,178, representing 0.50% of net assets.
^dThe Institutional Fiduciary Trust Money Market Portfolio is managed by an affiliate of the Fund's investment manager.

Templeton Emerging Markets Fund

Statement of Investments, November 30, 2013 (unaudited) (continued)

ABBREVIATIONS

Selected Portfolio


ADR	-	American Depositary Receipt
GDR	-	Global Depositary Receipt

Templeton Emerging Markets Fund

Notes to Statement of Investments (unaudited)

1. ORGANIZATION

Templeton Emerging Markets Fund (Fund) is registered under the Investment Company Act of 1940, as amended, as a closed-end investment company.

2. FINANCIAL INSTRUMENT VALUATION

The Fund's investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Under procedures approved by the Fund’s Board of Trustees (the Board), the Fund’s administrator, investment manager and other affiliates have formed the Valuation and Liquidity Oversight Committee (VLOC). The VLOC provides administration and oversight of the Fund's valuation policies and procedures, which are approved annually by the Board. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities. Investments in open-end mutual funds are valued at the closing net asset value.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the VLOC convenes on a regular basis to review such financial instruments and considers a number of factors, including significant unobservable valuation inputs, when arriving at fair value. The VLOC primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The VLOC employs various methods for calibrating these valuation approaches including a regular review of key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before the daily close of business on the NYSE. Occasionally, events occur between the time at which trading in a foreign security is completed and the close of the NYSE that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at the close of the NYSE. In order to minimize the potential for these differences, the VLOC monitors price movements following the close of trading in foreign stock markets through a series of country specific

market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.

In addition, certain foreign markets may be open on days that the NYSE is closed, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

3. INCOME TAXES

At November 30, 2013, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:


Cost of investments	$	244,414,019

Unrealized appreciation	$	162,568,946
Unrealized depreciation		(34,207,069	)
Net unrealized appreciation (depreciation)	$	128,361,877


4. FAIR VALUE MEASUREMENTS

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

Level 1 – quoted prices in active markets for identical financial instruments
Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)
Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

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 November 30, 2013, in valuing the Fund’s assets carried at fair value, is as follows:


		Level 1		Level 2		Level 3		Total
Assets:
Investments in Securities:
Equity Investments^a:
Russia	$	10,126,104	$	17,738,377	$		- $	27,864,481
All Other Equity Investments^b		339,352,218		-			-	339,352,218
Short Term investments		5,559,197		-			-	5,559,197
Total Investments in Securities	$	355,037,519	$	17,738,377	$		- $	372,775,896

^aIncludes common and preferred stocks as w ell as other equity investments. ^bFor detailed categories, see the accompanying Statement of Investments.

5. SUBSEQUENT EVENTS

The Fund has evaluated subsequent events through the issuance of the Statement of Investments and determined that no events have occurred that require disclosure.

For additional information on the Fund's significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Item 2. 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 Registrant’s 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 Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Quarterly Schedule of Portfolio Holdings on Form N-Q, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls. There have been no changes in the Registrant’s internal 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 Quarterly Schedule of Portfolio Holdings on Form N-Q.

Item 3. Exhibits.

(a) Certification pursuant to Section 30a-2 under the Investment Company Act of 1940 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, 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.