ncsr-tei083114.htm - Generated by SEC Publisher for SEC Filing

 

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 811-07866

 

Templeton Emerging Markets Income 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)

 

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

 

Date of fiscal year end: _8/31__

 

Date of reporting period: 8/31/14__

 

Item 1. Reports to Stockholders.

 

 

 


 


Annual Report
August 31, 2014

Templeton Emerging Markets Income Fund



 

Franklin Templeton Investments

Gain From Our Perspective®

At Franklin Templeton Investments, we’re dedicated to one goal: delivering exceptional asset management for our clients. By bringing together multiple, world-class investment teams in a single firm, we’re able to offer specialized expertise across styles and asset classes, all supported by the strength and resources of one of the world’s largest asset managers. This has helped us to become a trusted partner to individual and institutional investors across the globe.

Focus on Investment Excellence

At the core of our firm, you’ll find multiple independent investment teams—each with a focused area of expertise—from traditional to alternative strategies and multi-asset solutions. And because our portfolio groups operate autonomously, their strategies can be combined to deliver true style and asset class diversification.

All of our investment teams share a common commitment to excellence grounded in rigorous, fundamental research and robust, disciplined risk management. Decade after decade, our consistent, research-driven processes have helped Franklin Templeton earn an impressive record of strong, long-term results.

Global Perspective Shaped by Local Expertise

In today’s complex and interconnected world, smart investing demands a global perspective. Franklin Templeton pioneered international investing over 60 years ago, and our expertise in emerging markets spans more than a quarter of a century. Today, our investment professionals are on the ground across the globe, spotting investment ideas and potential risks firsthand. These locally based teams bring in-depth understanding of local companies, economies and cultural nuances, and share their best thinking across our global research network.

Strength and Experience

Franklin Templeton is a global leader in asset management serving clients in over 150 countries.1 We run our business with the same prudence we apply to asset management, staying focused on delivering relevant investment solutions, strong long-term results and reliable, personal service. This approach, focused on putting clients first, has helped us to become one of the most trusted names in financial services.

1. As of 12/31/13. Clients are represented by the total number of shareholder accounts.

Not FDIC Insured | May Lose Value | No Bank Guarantee


 

Contents  
 
Annual Report  
Templeton Emerging Markets  
Income Fund 1
Performance Summary 5
Important Notice to Shareholders 6
Financial Highlights and  
Statement of Investments 7
Financial Statements 15
Notes to Financial Statements 18
Report of Independent Registered  
Public Accounting Firm 28
Tax Information 29
Annual Meeting of Shareholders 30
Dividend Reinvestment and  
Cash Purchase Plan 31
Board Members and Officers 33
Shareholder Information 38

 

Annual Report

Templeton Emerging Markets Income Fund

Dear Shareholder:

This annual report for Templeton Emerging Markets Income Fund covers the fiscal year ended August 31, 2014.

Your Fund’s Goals and Main Investments

Templeton Emerging Markets Income Fund seeks high, current income, with a secondary goal of capital appreciation, by investing, under normal market conditions, at least 80% of its total net assets in income-producing securities of sovereign or sovereign-related entities and private sector companies in emerging market countries.

Performance Overview

For the 12 months under review, Templeton Emerging Markets Income Fund delivered cumulative total returns of +6.83% based on market price and +8.53% based on net asset value. In comparison, U.S. dollar-denominated emerging market bonds, as measured by the J.P. Morgan (JPM) Emerging Markets Bond Index (EMBI) Global, posted a +13.91% cumulative total return in U.S. dollar terms for the same period.1 You can find the Fund’s long-term performance data in the Performance Summary on page 5.

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown.

Economic and Market Overview

Global financial market volatility was elevated at the beginning of the period, as the U.S. federal government partially shut down and the U.S. Treasury approached its debt ceiling. Market volatility quickly subsided with the end of the shutdown. Fears of possible reductions in stimulative government policies contributed to periods of risk aversion, when credit spreads widened and assets perceived as risky sold off. However, these periods of risk aversion alternated with periods of healthy risk appetite, when spreads narrowed and investors again favored risk assets. Against this backdrop, extensive liquidity creation continued, in particular from the Bank of Japan’s (BOJ’s) commitment to increase inflation, as well as from the European Central Bank’s (ECB’s) interest rate cuts. Economic data among the largest economies appeared inconsistent with some predictions of a severe global economic slowdown.

1. Source: © 2014 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to
Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be
accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or
losses arising from any use of this information.
The index is unmanaged and includes reinvested interest. One cannot invest directly in an index, and an index
is not representative of the Fund’s portfolio.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the
Fund’s Statement of Investments (SOI). The SOI begins on page 8.

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TEMPLETON EMERGING MARKETS INCOME FUND


*Portfolio breakdown figures are stated as a percentage of total and may not equal
100% or may be negative due to rounding, use of any derivatives, unsettled trades
or other factors.

In the U.S., the Federal Reserve Board (Fed) said it would begin to reduce the size of its quantitative easing (QE) program in 2014. Pessimism about this policy affected emerging markets as market participants became concerned about potentially diminished global liquidity. Global financial market volatility increased at the beginning of 2014 amid concerns that economic growth was slowing, particularly in emerging markets. However, market volatility eventually began to subside and risk assets in a number of emerging markets rebounded.

Despite concerns surrounding Fed tapering, we did not believe there was a strong risk of a global liquidity problem, given the BOJ’s massive QE. In our assessment, the BOJ’s QE program has more than enough potential to offset the impact of the Fed’s reduced buying. If the BOJ continued on its current path, it would be on pace to contribute more liquidity than the Fed would remove through tapering.

Also on investors’ minds during the period was the moderation in China’s growth rate. Despite negative headline news and skeptical investor attitudes, we did not believe China faced a “hard landing” scenario. Economic data during the period revealed overinvestment in certain sectors, decreasing industrial production, and rising nonperforming loans in the banking sector, but we believed these trends did not reflect the full picture. In fact, recent deceleration was a welcome and healthy development, in our view. Although the pace of China’s growth has slowed, we believe recent reforms have improved its quality.

During much of the second half of the period, global financial markets appeared more broadly influenced by the pickup in growth in the U.S. and economic stabilization in China than by escalating geopolitical tensions, in our assessment. We continued to see differentiation among specific emerging market economies; some have healthy current account and fiscal balances and large international reserves, while others struggle

with deficits and economic imbalances. We believe that economies with healthier balances and stronger growth prospects are likely to experience currency appreciation over the long term, while those with imbalances are more likely to face currency weakness and economic strains.

Investment Strategy

We invest selectively in bonds from emerging markets around the world to generate income for the Fund, seeking opportunities while monitoring changes in interest rates, currency exchange rates and credit risk. We seek to manage the Fund’s exposure to various currencies and may use currency forward contracts.

What is a currency forward contract?
A currency forward contract is an agreement between the Fund
and a counterparty to buy or sell a foreign currency at a specific
exchange rate on a future date.

 


Manager’s Discussion

The Fund held investment-grade and subinvestment-grade hard currency-denominated sovereign debt that typically compensates for greater credit risk by offering higher yields relative to U.S. Treasury and European benchmark bonds. Spreads narrowed between yields on sovereign credits and assets often considered

2 | Annual Report franklintempleton.com


 

TEMPLETON EMERGING MARKETS INCOME FUND

safer, such as U.S. Treasuries, during the period. Underlying strength across several emerging economies continued to drive their borrowing costs down. U.S. dollar-denominated emerging market debt posted a +13.91% total return during the period as measured by the JPM EMBI Global.1 Sovereign credit spreads narrowed 69 basis points (100 basis points equal one percentage point) during the period.2

As part of its investment strategy, the Fund used currency forward contracts to limit or add exposure to various currencies.

Latin America

The Fund’s Latin American credit and duration exposures contributed to absolute performance during the period, while contributions from the region’s currency positions were largely neutral. Economic growth in much of the region continued to be supported by domestic and external demand. The central banks in Mexico and Chile cut their policy rates, while rates were hiked in Brazil. The Brazilian real and Mexican peso appreciated 6.24% and 2.11% against the U.S. dollar, while the Chilean peso depreciated 13.79%.3

What is duration?
Duration is a measure of a bond’s price sensitivity to interest
rate changes. In general, a portfolio of securities with a lower
duration can be expected to be less sensitive to interest rate
changes than a portfolio with a higher duration.

 

Europe-Middle East-Africa (EMEA)

The Fund’s EMEA credit exposures contributed to absolute performance, while interest rate strategies had a relatively neutral effect. Currency positions in the region detracted from absolute results. The euro depreciated 0.11% against the U.S. dollar during the period as the ECB expanded its monetary accommodation.3

Top 10 Countries    
8/31/14    
  % of Total  
  Net Assets  
Brazil 10.0 %
Ukraine 6.6 %
Ecuador 5.0 %
Kazakhstan 5.0 %
Ghana 4.9 %
Hungary 4.9 %
Sri Lanka 4.7 %
Nigeria 4.2 %
Serbia 3.8 %
Iraq 3.5 %

 

Asia

The Fund’s Asian currency positions had a relatively neutral effect on absolute performance during the period. Sovereign credit exposures and interest rate strategies in the region also had relatively neutral effects. Central banks in India, Indonesia and Malaysia increased rates while South Korea’s cut its rate. The Indian rupee appreciated 8.88% against the U.S. dollar, the South Korean won strengthened 9.48%, and the Malaysian ringgit gained 4.21% against the U.S. dollar.3 The Indonesian rupiah depreciated 6.65% against the U.S. dollar during the period.3

2. Source: J.P. Morgan.
3. Source: FactSet. 2014 FactSet Research Systems Inc. All Rights Reserved. The information contained herein: (1) is proprietary to FactSet Research Systems Inc. and/or
its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither FactSet Research Systems Inc. nor its
content providers are responsible for any damages or losses arising from any use of this information.

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TEMPLETON EMERGING MARKETS INCOME FUND

Currency Breakdown*    
8/31/14    
  % of Total  
  Net Assets  
Americas 98.1 %
U.S. Dollar 82.4 %
Brazilian Real 10.3 %
Mexican Peso 5.4 %
Middle East & Africa 3.9 %
Ghanaian Cedi 2.4 %
Nigeria Naira 1.5 %
Asia Pacific 0.2 %
Indonesian Rupiah 3.5 %
Sri Lankan Rupee 3.1 %
South Korean Won 1.0 %
Indian Rupee 1.0 %
Malaysian Ringgit 0.7 %
Japanese Yen -9.1 %
Europe -2.2 %
Serbian Dinar 2.0 %
Polish Zloty 0.7 %
Ukrainian Hryvnia 0.1 %
Euro -5.0 %
*Weightings may be negative or may not total 100% due to rounding, use of any  
derivatives, unsettled trades or other factors.    

 

 

 

 

 

 

 

The foregoing information reflects our analysis, opinions and portfolio
holdings as of August 31, 2014, the end of the reporting period. The
way we implement our main investment strategies and the resulting
portfolio holdings may change depending on factors such as market
and economic conditions. These opinions may not be relied upon as
investment advice or an offer for a particular security. The information
is not a complete analysis of every aspect of any market, country,
industry, security or the Fund. Statements of fact are from sources
considered reliable, but the investment manager makes no represen-
tation or warranty as to their completeness or accuracy. Although
historical performance is no guarantee of future results, these insights
may help you understand our investment management philosophy.

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TEMPLETON EMERGING MARKETS INCOME FUND

Performance Summary as of August 31, 2014

Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Total returns do not reflect any sales charges paid at inception or brokerage commissions paid on secondary market purchases. The performance table 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.

Share Prices            
Symbol: TEI   8/31/14   8/31/13   Change
Net Asset Value (NAV) $ 14.39 $ 14.58 -$ 0.19
Market Price (NYSE) $ 13.41 $ 13.85 -$ 0.44
 
 
Distributions            
    Dividend   Long-Term    
    Income   Capital Gain   Total
9/1/13–8/31/14 $ 1.1945 $ 0.1996 $ 1.3941

 

Performance1                                    
                            Average Annual  
    Cumulative Total Return2     Average Annual Total Return2     Total Return (9/30/14)3  
    Based on     Based on     Based on     Based on     Based on     Based on  
    NAV4     market price5     NAV4     market price5     NAV4     market price5  
1-Year + 8.53 % + 6.83 % + 8.53 % + 6.83 % + 4.32 %   -1.86 %
5-Year + 63.23 % + 60.96 % + 10.30 % + 9.99 % + 8.63 % + 6.64 %
10-Year + 160.46 % + 162.30 % + 10.05 % + 10.12 % + 9.62 % + 9.44 %

 

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.

All investments involve risks, including possible loss of principal. Changes in interest rates will affect the value of the Fund’s portfolio and its share price and
yield. Bond prices generally move in the opposite direction of interest rates. Thus, as prices of bonds in the Fund adjust to a rise in interest rates, the Fund’s
share price may decline. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments of
countries where the Fund invests. The Fund’s investments in emerging market countries are subject to all of the risks of foreign investing generally, and have
additional heightened risks due to these markets’ smaller size and lesser liquidity and lack of established legal, political, business and social frameworks to sup-
port securities markets, including: delays in settling portfolio securities transactions; currency and capital controls; greater sensitivity to interest rate changes;
pervasiveness of corruption and crime; currency exchange rate volatility; and inflation, deflation or currency devaluation. The Fund’s use of foreign currency
techniques involves special risks as such techniques may not achieve the anticipated benefits and/or may result in losses to the Fund. Also, as a nondiversified
investment company, the Fund may invest in a relatively small number of issuers and, as a result, be subject to a greater risk of loss with respect to its portfolio
securities. The Fund is actively managed but there is no guarantee that the manager’s investment decisions will produce the desired results.

1. The Fund has a fee waiver associated with its investments in a Franklin Templeton money fund, contractually guaranteed through at least its current fiscal year-end.
Fund investment results reflect the fee waiver, to the extent applicable; without this reduction, 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.
3. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter.
4. Assumes reinvestment of distributions based on net asset value.
5. Assumes reinvestment of distributions based on the dividend reinvestment and cash purchase plan.

franklintempleton.com

Annual Report

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TEMPLETON EMERGING MARKETS INCOME FUND

Important Notice to Shareholders

The Fund’s Board previously authorized the Fund to repurchase up to 10% of the Fund’s outstanding shares in open-market transactions, at the discretion of management. This authorization remains in effect.

In exercising its discretion consistent with its portfolio management responsibilities, the investment manager will take into account various other factors, including, but not limited to, the level of the discount, the Fund’s performance, portfolio holdings, dividend history, market conditions, cash on hand, the availability of other attractive investments and whether the sale of certain portfolio securities would be undesirable because of liquidity concerns or because the sale might subject the Fund to adverse tax consequences. Any repurchases would be made

on a national securities exchange at the prevailing market price, subject to exchange requirements, Federal securities laws and rules that restrict repurchases, and the terms of any outstanding leverage or borrowing of the Fund. If and when the Fund’s 10% threshold is reached, no further repurchases could be completed until authorized by the Board. Until the 10% threshold is reached, Fund management will have the flexibility to commence share repurchases if and when it is determined to be appropriate in light of prevailing circumstances.

In the Notes to Financial Statements section, please see note 2 (Shares of Beneficial Interest) for additional information regarding shares repurchased.

6 | Annual Report

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    TEMPLETON EMERGING MARKETS INCOME FUND  
 
 
 
 
Financial Highlights                              
          Year Ended August 31,        
    2014     2013     2012     2011     2010  
Per share operating performance                              
(for a share outstanding throughout the year)                              
Net asset value, beginning of year $ 14.58   $ 15.91   $ 16.61   $ 16.27   $ 13.82  
Income from investment operations:                              
Net investment incomea   1.02     1.07     1.08     1.17     1.12  
Net realized and unrealized gains (losses)   0.18     (0.54 )   (0.37 )   0.41     2.45  
Total from investment operations   1.20     0.53     0.71     1.58     3.57  
Less distributions from:                              
Net investment income and net foreign currency gains   (1.19 )   (1.44 )   (1.34 )   (1.19 )   (1.05 )
Net realized gains   (0.20 )   (0.42 )   (0.07 )   (0.05 )   (0.07 )
Total distributions   (1.39 )   (1.86 )   (1.41 )   (1.24 )   (1.12 )
Net asset value, end of year $ 14.39   $ 14.58   $ 15.91   $ 16.61   $ 16.27  
Market value, end of yearb $ 13.41   $ 13.85   $ 17.01   $ 17.22   $ 16.18  
 
Total return (based on market value per share)   6.83 %   (8.75 )%   8.17 %   14.60 %   33.26 %
 
Ratios to average net assets                              
Expenses before waiver and payments by affiliates   1.09 %   1.09 %   1.15 %   1.20 %   1.19 %
Expenses net of waiver and payments by affiliates   1.08 %   1.09 %c   1.15 %   1.20 %c   1.19 %c
Net investment income   7.03 %   6.79 %   6.90 %   7.08 %   7.36 %
 
Supplemental data                              
Net assets, end of year (000’s) $ 690,850   $ 699,414   $ 759,024   $ 789,998   $ 769,970  
Portfolio turnover rate   28.67 %   14.53 %   16.56 %   24.59 %   13.26 %

 

aBased on average daily shares outstanding.
bBased on the last sale on the New York Stock Exchange.
cBenefit of expense reduction rounds to less than 0.01%.

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TEMPLETON EMERGING MARKETS INCOME FUND

Statement of Investments, August 31, 2014        
  Principal Amount*     Value
Foreign Government and Agency Securities 59.2%        
Bosnia & Herzegovina 0.6%        
aGovernment of Bosnia & Herzegovina, FRN, 1.095%, 12/11/17 6,214,790 DEM $ 3,830,427
Brazil 10.0%        
Letra Tesouro Nacional, Strip, 1/01/15 2,333b BRL   1,005,543
cNota Do Tesouro Nacional, Index Linked, 6.00%,        
5/15/15 22,323b BRL   24,934,937
8/15/16 7,319b BRL   8,212,420
5/15/17 134b BRL   151,421
8/15/18 12,345b BRL   13,895,301
5/15/45 17,820b BRL   21,058,503
        69,258,125
Croatia 1.3%        
dGovernment of Croatia, 144A, 6.75%, 11/05/19 7,920,000     8,855,550
Ecuador 5.0%        
dGovernment of Ecuador, senior note, 144A, 7.95%, 6/20/24 31,380,000     34,833,840
El Salvador 0.4%        
dGovernment of El Salvador, 144A, 7.65%, 6/15/35 2,650,000     2,901,750
Georgia 0.5%        
dGovernment of Georgia, 144A, 6.875%, 4/12/21 3,050,000     3,457,937
Ghana 4.9%        
Government of Ghana,        
14.00%, 10/13/14 210,000 GHS   54,962
24.00%, 5/25/15 7,690,000 GHS   2,015,462
21.00%, 10/26/15 3,257,000 GHS   825,596
19.24%, 5/30/16 11,745,000 GHS   2,853,879
23.00%, 2/13/17 9,040,000 GHS   2,319,017
24.44%, 5/29/17 1,160,000 GHS   304,957
25.40%, 7/31/17 2,370,000 GHS   635,468
23.00%, 8/21/17 12,230,000 GHS   3,124,644
19.04%, 9/24/18 14,300,000 GHS   3,248,600
d144A, 8.50%, 10/04/17 2,029,000     2,175,423
d144A, 7.875%, 8/07/23 15,169,086     14,894,146
eReg S, 8.50%, 10/04/17 1,559,000     1,671,505
        34,123,659
Hungary 3.4%        
Government of Hungary,        
4.125%, 2/19/18 2,040,000     2,120,325
5.375%, 2/21/23 3,750,000     4,046,812
senior note, 6.375%, 3/29/21 15,000,000     17,128,125
        23,295,262
India 1.0%        
Government of India,        
senior bond, 7.80%, 5/03/20 68,300,000 INR   1,083,004
senior bond, 8.28%, 9/21/27 20,600,000 INR   326,006
senior bond, 8.60%, 6/02/28 71,000,000 INR   1,162,097
senior note, 7.28%, 6/03/19 2,700,000 INR   42,316
senior note, 8.12%, 12/10/20 51,300,000 INR   823,589
senior note, 8.35%, 5/14/22 20,200,000 INR   326,297

 

8 | Annual Report

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TEMPLETON EMERGING MARKETS INCOME FUND
STATEMENT OF INVESTMENTS

  Principal Amount*     Value
Foreign Government and Agency Securities (continued)        
India (continued)        
Government of India, (continued)        
senior note, 7.16%, 5/20/23 12,700,000 INR $ 189,485
senior note, 8.83%, 11/25/23 171,200,000 INR   2,849,383
        6,802,177
Indonesia 3.4%        
Government of Indonesia,        
FR31, 11.00%, 11/15/20 134,139,000,000 IDR   13,093,294
FR36, 11.50%, 9/15/19 40,000,000,000 IDR   3,907,752
FR40, 11.00%, 9/15/25 58,140,000,000 IDR   5,906,606
senior bond, FR53, 8.25%, 7/15/21 5,281,000,000 IDR   455,404
        23,363,056
Iraq 3.5%        
dGovernment of Iraq, 144A, 5.80%, 1/15/28 27,190,000     24,482,284
Kenya 1.0%        
dGovernment of Kenya, senior note, 144A, 6.875%, 6/24/24 6,290,000     6,820,719
Lithuania 0.3%        
dGovernment of Lithuania, 144A, 7.375%, 2/11/20 1,700,000     2,082,092
Mexico 1.7%        
Government of Mexico,        
9.50%, 12/18/14 677,540f MXN   5,279,885
6.00%, 6/18/15 52,180f MXN   408,260
8.00%, 12/17/15 344,500f MXN   2,798,885
6.25%, 6/16/16 159,350f MXN   1,280,188
7.25%, 12/15/16 259,750f MXN   2,144,590
        11,911,808
Mongolia 0.9%        
dGovernment of Mongolia, senior note, 144A, 5.125%, 12/05/22 7,100,000     6,298,410
Nigeria 0.7%        
Government of Nigeria, 13.05%, 8/16/16 740,980,000 NGN   4,713,347
Senegal 0.7%        
dGovernment of Senegal, 144A, 6.25%, 7/30/24 4,730,000     4,886,681
Serbia 3.8%        
dGovernment of Serbia, senior note, 144A, 7.25%, 9/28/21 11,080,000     12,761,556
Serbia Treasury Bond, 10.00%,        
6/27/16 65,340,000 RSD   736,121
8/15/16 26,900,000 RSD   302,768
11/21/18 13,450,000 RSD   146,232
Serbia Treasury Note, 10.00%,        
4/27/15 780,000,000 RSD   8,818,541
9/14/15 205,300,000 RSD   2,325,367
1/30/16 3,510,000 RSD   39,682
5/22/16 17,420,000 RSD   196,416
10/17/16 15,050,000 RSD   168,964
12/19/16 15,400,000 RSD   172,364
5/08/17 10,040,000 RSD   111,664
11/08/17 36,330,000 RSD   401,530
3/20/21 23,990,000 RSD   245,124
        26,426,329
 
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TEMPLETON EMERGING MARKETS INCOME FUND
STATEMENT OF INVESTMENTS

  Principal Amount*     Value
Foreign Government and Agency Securities (continued)        
Slovenia 0.6%        
dGovernment of Slovenia, senior note, 144A, 5.85%, 5/10/23 3,370,000   $ 3,824,360
Sri Lanka 4.7%        
Government of Sri Lanka,        
8.25%, 3/01/17 18,920,000 LKR   148,730
10.60%, 7/01/19 187,510,000 LKR   1,604,375
10.60%, 9/15/19 264,500,000 LKR   2,262,071
11.20%, 7/01/22 31,680,000 LKR   279,422
         d144A, 7.40%, 1/22/15 3,500,000     3,570,000
d144A, 5.875%, 7/25/22 7,750,000     8,127,812
A, 11.75%, 3/15/15 3,840,000 LKR   30,292
A, 6.50%, 7/15/15 108,070,000 LKR   829,437
A, 11.00%, 8/01/15 607,700,000 LKR   4,848,744
A, 8.50%, 11/01/15 65,580,000 LKR   513,574
A, 6.40%, 8/01/16 49,800,000 LKR   379,617
A, 5.80%, 1/15/17 51,000,000 LKR   380,264
A, 7.50%, 8/15/18 11,760,000 LKR   90,301
A, 8.00%, 11/15/18 230,150,000 LKR   1,791,938
A, 9.00%, 5/01/21 387,750,000 LKR   3,083,510
B, 6.40%, 10/01/16 53,200,000 LKR   403,044
B, 8.50%, 7/15/18 65,800,000 LKR   523,482
C, 8.50%, 4/01/18 200,870,000 LKR   1,594,173
D, 8.50%, 6/01/18 284,830,000 LKR   2,256,911
        32,717,697
gSupranational 0.8%        
eEastern & Southern African Trade and Development Bank, Reg S, 6.875%, 1/09/16 5,000,000     5,178,075
Ukraine 5.6%        
dGovernment of Ukraine,        
144A, 9.25%, 7/24/17 2,300,000     2,123,188
144A, 7.75%, 9/23/20 19,840,000     17,361,587
senior bond, 144A, 7.80%, 11/28/22 3,780,000     3,302,775
senior note, 144A, 7.95%, 2/23/21 260,000     228,800
senior note, 144A, 7.50%, 4/17/23 6,080,000     5,187,000
d,hKyiv Finance PLC, (City of Kiev), loan participation, senior note, 144A, 9.375%, 7/11/16 12,940,000     10,581,038
        38,784,388
Vietnam 1.1%        
dGovernment of Vietnam, 144A, 6.75%, 1/29/20 6,835,000     7,778,982
Zambia 3.3%        
dGovernment of Zambia International Bond, 144A,        
5.375%, 9/20/22 20,000,000     19,575,000
8.50%, 4/14/24 2,470,000     2,874,462
        22,449,462
Total Foreign Government and Agency Securities        
(Cost $411,953,525)       409,076,417

 

10 | Annual Report

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TEMPLETON EMERGING MARKETS INCOME FUND
STATEMENT OF INVESTMENTS

  Principal Amount*     Value
Quasi-Sovereign and Corporate Bonds 31.6%        
Canada 1.5%        
dFirst Quantum Minerals Ltd., senior note, 144A, 7.25%, 5/15/22 10,000,000   $ 10,575,000
Chile 1.9%        
dVTR Finance BV, senior secured note, 144A, 6.875%, 1/15/24 12,000,000     12,900,000
Costa Rica 2.2%        
iReventazon Finance Trust, secured bond, first lien, 144A, 8.00%, 11/15/33 14,400,000     15,418,646
Hungary 1.6%        
dMagyar Export-Import Bank RT, senior note, 144A, 5.50%, 2/12/18 10,000,000     10,737,350
India 0.6%        
dICICI Bank Ltd., sub. bond, 144A, 6.375% to 4/30/17, FRN thereafter, 4/30/22 4,100,000     4,305,000
Kazakhstan 5.0%        
dHSBK (Europe) BV, senior note, 144A, 7.25%, 5/03/17 26,035,000     27,922,928
dKazakhstan Temir Zholy Finance BV, senior note, 144A, 6.375%, 10/06/20 6,090,000     6,790,350
        34,713,278
Mexico 0.1%        
d,jCorporacion GEO SAB de CV, senior note, 144A, 8.875%, 3/27/22 8,420,000     895,046
Nigeria 3.5%        
dAccess Bank PLC, sub. note, 144A, 9.25% to 6/23/19, FRN thereafter, 6/24/21 10,100,000     10,434,563
dZenith Bank PLC, senior note, 144A, 6.25%, 4/22/19 13,670,000     13,661,456
        24,096,019
Peru 0.3%        
dPeru Enhanced Pass-Through Finance Ltd., senior secured bond, A-1, 144A, zero cpn.,        
5/31/18 2,050,134     1,927,629
Poland 1.0%        
d,kPlay Topco SA, senior note, 144A, PIK, 7.75%, 2/28/20 5,250,000 EUR   7,027,045
Russia 3.4%        
d,hAlfa Bond Issuance PLC (Alfa Bank OJSC), loan participation,        
secured note, 144A, 7.875%, 9/25/17 6,550,000     6,783,344
senior note, 144A, 7.75%, 4/28/21 7,900,000     7,979,000
LUKOIL International Finance BV,        
d144A, 6.656%, 6/07/22 4,540,000     4,676,200
eReg S, 6.656%, 6/07/22 3,970,000     4,084,137
        23,522,681
South Africa 3.0%        
dEdcon Holdings Pty. Ltd., senior note, 144A, 13.375%, 6/30/19 10,415,000 EUR   10,724,637
dEdcon Pty. Ltd., senior secured note, 144A, 9.50%,        
3/01/18 7,250,000     6,787,813
3/01/18 2,828,000 EUR   3,494,956
        21,007,406
Trinidad and Tobago 0.9%        
Petro Co. of Trinidad and Tobago Ltd., senior note,        
d144A, 9.75%, 8/14/19 4,500,000     5,694,750
eReg S, 9.75%, 8/14/19 210,000     265,755
        5,960,505

 

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TEMPLETON EMERGING MARKETS INCOME FUND
STATEMENT OF INVESTMENTS

  Principal Amount*     Value
Quasi-Sovereign and Corporate Bonds (continued)        
Turkey 2.1%        
dTurkiye Is Bankasi, sub. note, 144A, 6.00%, 10/24/22 3,000,000   $ 2,983,245
e,hWillow No.2, (Yasar Holding SA), loan participation, secured note, Reg S, 9.625%,        
10/07/15 10,900,000     11,206,562
        14,189,807
Ukraine 1.0%        
dFinancing of Infrastructure Projects State Enterprise, 144A, 8.375%, 11/03/17 2,000,000     1,773,750
e,hState Export-Import Bank of Ukraine (BIZ FIN), loan participation, Reg S, 8.75%, 1/22/18 6,405,000     4,919,841
        6,693,591
United Arab Emirates 2.2%        
dDP World Ltd., 144A, 6.85%, 7/02/37 13,500,000     15,438,870
United States 1.3%        
General Electric Capital Corp., senior note, A, 8.50%, 4/06/18 101,000,000 MXN   8,708,551
Total Quasi-Sovereign and Corporate Bonds (Cost $217,956,670)       218,116,424
lCredit-Linked Notes (Cost $505,688) 0.0%        
Ukraine 0.0%        
dING Americas Issuance BV (Government of Ukraine), 144A, 5.50%, 8/25/15 4,941,400 UAH   342,820
Total Investments before Short Term Investments        
(Cost $630,415,883)       627,535,661
Short Term Investments 5.5%        
Foreign Government and Agency Securities 3.3%        
Mexico 2.5%        
mMexico Treasury Bills,        
12/11/14 9,820,640MXN   7,445,214
9/18/14 - 4/01/15 12,477,790n  MXN   9,492,882
        16,938,096
Nigeria 0.8%        
mNigeria Treasury Bills, 2/05/15 - 6/04/15 933,550,000 NGN   5,362,967
Total Foreign Government and Agency Securities        
(Cost $22,328,446)       22,301,063
Total Investments before Money Market Funds (Cost $652,744,329)       649,836,724
 
 
  Shares      
Money Market Funds (Cost $15,336,066) 2.2%        
United States 2.2%        
o,pInstitutional Fiduciary Trust Money Market Portfolio 15,336,066     15,336,066
Total Investments (Cost $668,080,395) 96.3%       665,172,790
Other Assets, less Liabilities 3.7%       25,676,896
Net Assets 100.0%     $ 690,849,686

 

Rounds to less than 0.1% of net assets.
*The principal amount is stated in U.S. dollars unless otherwise indicated.
aThe coupon rate shown represents the rate at period end.
bPrincipal amount is stated in 1,000 Brazilian Real Units.

12 | Annual Report

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TEMPLETON EMERGING MARKETS INCOME FUND
STATEMENT OF INVESTMENTS

cRedemption price at maturity is adjusted for inflation. See Note 1(g).
dSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers
or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Fund’s Board of Trustees. At
August 31, 2014, the aggregate value of these securities was $382,841,144, representing 55.42% of net assets.
eSecurity 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 Fund’s Board of Trustees. At August 31, 2014, the aggregate value of these
securities was $27,325,875, representing 3.96% of net assets.
fPrincipal amount is stated in 100 Mexican Peso Units.
gA supranational organization is an entity formed by two or more central governments through international treaties.
hSee Note 1(d) regarding loan participation notes.
iSee Note 9 regarding restricted securities.
jSee Note 7 regarding defaulted securities.
kIncome may be received in additional securities and/or cash.
lSee Note 1(e) regarding credit-linked notes.
mThe security is traded on a discount basis with no stated coupon rate.
nPrincipal amount is stated in 10 Mexican Peso Units.
oNon-income producing.
pSee Note 3(c) regarding investments in the Institutional Fiduciary Trust Money Market Portfolio.

At August 31, 2014, the Fund had the following forward exchange contracts outstanding. See Note 1(c).

Forward Exchange Contracts                        
        Contract Settlement   Unrealized Unrealized  
Currency Counterpartya Type Quantity Amount*     Date Appreciation Depreciation  
Euro DBAB Sell 266,000 360,124     11/10/14 $ 10,469 $  
Euro BZWS Sell 10,415,000 14,005,051     11/14/14   314,175    
Euro MSCO Sell 907,070 1,220,721     11/17/14   28,319    
Euro SCNY Sell 628,500 854,138     1/13/15   27,587    
Japanese Yen CITI Sell 624,500,000 5,970,934     1/13/15     (37,568 )
Japanese Yen SCNY Sell 1,873,240,000 17,929,173     1/14/15     (94,019 )
Japanese Yen HSBK Sell 1,620,890,000 15,585,481     1/15/15     (9,914 )
Japanese Yen DBAB Sell 626,420,000 6,060,155     1/16/15   32,991    
Japanese Yen SCNY Sell 1,770,880,000 17,139,345     1/16/15   100,644    
Euro BZWS Sell 2,547,416 3,480,623     1/27/15   130,131    
Euro SCNY Sell 362,390 497,671     2/26/15   20,930    
Ghanaian Cedi BZWS Buy 1,780,000 574,194     3/10/15   (142,783 )
Euro DBAB Sell 3,345,000 4,604,393     3/31/15   202,420    
Ghanaian Cedi BZWS Buy 1,395,324 423,467     4/07/15     (89,817 )
Euro HSBK Sell 826,000 1,138,786     4/10/15   51,670    
Euro DBAB Sell 688,000 949,626     4/13/15   44,107    
Euro SCNY Sell 413,000 570,861     4/13/15   27,287    
Euro GSCO Sell 910,000 1,253,980     5/13/15   55,908    
Euro GSCO Sell 2,753,000 3,792,092     5/14/15   167,558    
Euro DBAB Sell 1,506,000 2,053,777     6/08/15   70,387    
South Korean Won JPHQ Buy 7,297,662,505 7,010,916     6/09/15   108,695    
Polish Zloty DBAB Buy 16,600,000                 3,922,681 EUR 7/07/15     (62,508 )
Malaysian Ringgit DBAB Buy 2,499,000 765,508     7/20/15   12,167    
Malaysian Ringgit DBAB Buy 3,942,000 1,211,991     7/22/15   14,593    
Malaysian Ringgit DBAB Buy 4,793,000 1,482,020     7/27/15   8,924    
Malaysian Ringgit JPHQ Buy 5,039,000 1,558,132     7/30/15   9,059    
Euro CITI Sell 358,630 479,848     8/10/15   7,091    
Euro DBAB Sell 2,344,550 3,145,448     8/13/15   54,656    
Euro DBAB Sell 359,450 481,638     8/17/15   7,751    

 

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TEMPLETON EMERGING MARKETS INCOME FUND
STATEMENT OF INVESTMENTS

Forward Exchange Contracts (continued)                  
      Contract   Settlement   Unrealized   Unrealized  
Currency Counterpartya Type Quantity Amount*   Date   Appreciation   Depreciation  
Euro MSCO Sell 907,070 1,217,764   8/17/15 $ 21,913 $  
Euro DBAB Sell 1,347,000 1,806,765   8/20/15   30,846    
Euro JPHQ Sell 2,260,000 3,017,439   8/21/15   37,753    
Euro BZWS Sell 1,604,997 2,135,649   8/26/15   19,391    
Euro DBAB Sell 9,366,031 12,387,701   8/31/15   37,262    
Unrealized appreciation (depreciation)           1,654,684   (436,609 )
Net unrealized appreciation (depreciation)         $ 1,218,075      
 
 
aMay be comprised of multiple contracts with the same counterparty, currency and settlement date.              
*In U.S. dollars unless otherwise indicated.                    
 
 
 
At August 31, 2014, the Fund had the following interest rate swap contracts outstanding. See Note 1(c).      
 
Interest Rate Swap Contracts                    
    Counterparty/ Expiration   Notional   Unrealized   Unrealized  
Description   Exchange Date   Amount   Appreciation   Depreciation  
Centrally Cleared Swaps                    
Receive Floating rate 3-month USD BBA LIBOR                  
Pay Fixed rate 2.532%   CME 8/28/24 $ 75,850,000 $ $ (227,199 )
Receive Floating rate 3-month USD BBA LIBOR                  
Pay Fixed rate 3.129%   CME 8/30/44   39,530,000     (434,878 )
Net unrealized appreciation (depreciation)             $ (662,077 )

 

See Abbreviations on page 27.  
14 | Annual Report | The accompanying notes are an integral part of these financial statements. franklintempleton.com

 


 

TEMPLETON EMERGING MARKETS INCOME FUND

Financial Statements

Statement of Assets and Liabilities
August 31, 2014

Assets:      
Investments in securities:      
Cost - Unaffiliated issuers $ 652,744,329  
Cost - Sweep Money Fund (Note 3c)   15,336,066  
Total cost of investments $ 668,080,395  
Value - Unaffiliated issuers $ 649,836,724  
Value - Sweep Money Fund (Note 3c)   15,336,066  
Total value of investments   665,172,790  
Foreign currency, at value (cost $7,088,001)   7,080,186  
Receivables:      
Investment securities sold   187,174  
Interest   12,005,561  
Due from brokers   6,205,083  
Variation margin   154,601  
Unrealized appreciation on forward exchange contracts   1,654,684  
           Total assets   692,460,079  
Liabilities:      
Payables:      
Management fees   581,917  
Unrealized depreciation on forward exchange contracts   436,609  
Deferred tax   399,322  
Accrued expenses and other liabilities   192,545  
          Total liabilities   1,610,393  
Net assets, at value $ 690,849,686  
Net assets consist of:      
Paid-in capital $ 678,754,493  
Distributions in excess of net investment income   (1,524,347 )
Net unrealized appreciation (depreciation)   (2,901,809 )
Accumulated net realized gain (loss)   16,521,349  
Net assets, at value $ 690,849,686  
Shares outstanding   47,998,418  
Net asset value per share $ 14.39  

 

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TEMPLETON EMERGING MARKETS INCOME FUND
FINANCIAL STATEMENTS

Statement of Operations
for the year ended August 31, 2014

Investment income:      
Interest (net of foreign taxes of $229,065) $ 53,099,502  
Inflation principal adjustment   3,198,859  
Total investment income   56,298,361  
Expenses:      
Management fees (Note 3a)   6,939,026  
Transfer agent fees   133,481  
Custodian fees (Note 4)   203,414  
Reports to shareholders   73,643  
Registration and filing fees   43,199  
Professional fees   62,526  
Trustees’ fees and expenses   63,139  
Other   30,913  
           Total expenses   7,549,341  
Expenses waived/paid by affiliates (Note 3c)   (26,736 )
                  Net expenses   7,522,605  
Net investment income   48,775,756  
Realized and unrealized gains (losses):      
Net realized gain (loss) from:      
Investments   21,440,956  
Foreign currency transactions   10,532,190  
Swap contracts   (10,217,445 )
Net realized gain (loss)   21,755,701  
Net change in unrealized appreciation (depreciation) on:      
Investments   (6,489,520 )
Translation of other assets and liabilities denominated in foreign currencies   (6,242,427 )
Change in deferred taxes on unrealized appreciation   (43,850 )
Net change in unrealized appreciation (depreciation)   (12,775,797 )
Net realized and unrealized gain (loss)   8,979,904  
Net increase (decrease) in net assets resulting from operations $ 57,755,660  

 

16 | Annual Report | The accompanying notes are an integral part of these financial statements.

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TEMPLETON EMERGING MARKETS INCOME FUND
FINANCIAL STATEMENTS

Statements of Changes in Net Assets            
 
 
    Year Ended August 31,  
    2014     2013  
Increase (decrease) in net assets:            
Operations:            
Net investment income $ 48,775,756   $ 51,444,918  
Net realized gain (loss) from investments, foreign currency transactions and swap contracts   21,755,701     24,683,908  
Net change in unrealized appreciation (depreciation) on investments, translation of other assets and            
liabilities denominated in foreign currencies and deferred taxes   (12,775,797 )   (50,409,416 )
Net increase (decrease) in net assets resulting from operations   57,755,660     25,719,410  
Distributions to shareholders from:            
Net investment income and net foreign currency gains   (57,295,600 )   (69,051,494 )
Net realized gains   (9,572,755 )   (20,243,294 )
Total distributions to shareholders   (66,868,355 )   (89,294,788 )
Capital share transactions: (Note 2)   548,705     3,965,253  
Net increase (decrease) in net assets   (8,563,990 )   (59,610,125 )
Net assets:            
Beginning of year   699,413,676     759,023,801  
End of year $ 690,849,686   $ 699,413,676  
Undistributed net investment income (distributions in excess of net investment income) included in            
net assets:            
End of year $ (1,524,347 ) $ 5,978,365  

 

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TEMPLETON EMERGING MARKETS INCOME FUND

Notes to Financial Statements

1. Organization and Significant Accounting Policies

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

The following summarizes the Fund’s significant accounting policies.

a. Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share at the close of the New York Stock Exchange (NYSE), generally at 4 p.m. Eastern time (NYSE close) on each day the NYSE is open for trading. Under compliance policies and procedures approved by the Fund’s Board of Trustees (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional 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.

Debt securities generally trade in the over-the-counter (OTC) market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Securities denominated in a foreign currency are converted into their U.S. dollar equivalent at the foreign exchange rate in effect at the NYSE close on the date

that the values of the foreign debt securities are determined. Investments in open-end mutual funds are valued at the closing net asset value.

Derivative financial instruments (derivatives) listed on an exchange are valued at the official closing price of the day. Certain derivatives trade in the OTC market. The Fund’s pricing services use various techniques including industry standard option pricing models and proprietary discounted cash flow models to determine the fair value of those instruments. The Fund’s net benefit or obligation under the derivative contract, as measured by the fair value of the contract, is included in net assets.

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 NYSE close. In addition, trading in certain foreign markets may not take place on every NYSE business day. 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

18 | Annual Report

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS

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.

Also, when the last day of the reporting period is a non-business day, certain foreign markets may be open on those 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.

b. Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments on the Statement of Operations.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign

exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c. Derivative Financial Instruments

The Fund invested in derivatives in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts based on an underlying or notional amount, require no initial investment or an initial net investment that is smaller than would normally be required to have a similar response to changes in market factors, and require or permit net settlement. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements which expose the Fund to gains or losses in excess of the amounts shown on the Statement of Assets and Liabilities. Realized gain and loss and unrealized appreciation and depreciation on these contracts for the period are included in the Statement of Operations.

Derivative counterparty credit risk is managed through a formal evaluation of the creditworthiness of all potential counterparties. The Fund attempts to reduce its exposure to counterparty credit risk on OTC derivatives, whenever possible, by entering into International Swaps and Derivatives Association (ISDA) master agreements with certain counter-parties. These agreements contain various provisions, including but not limited to collateral requirements, events of default, or early termination. Termination events applicable to the counter-party include certain deteriorations in the credit quality of the counterparty. Termination events applicable to the Fund include failure of the Fund to maintain certain net asset levels and/or limit the decline in net assets over various periods of time. In the event of default or early termination, the ISDA master agreement gives the non-defaulting party the right to net and close-out all transactions traded, whether or not arising under the ISDA agreement, to one net amount payable by one counter-party to the other. However, absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. Early termination by the counterparty may result in an immediate payment by the Fund of any net liability owed to that counterparty under the ISDA agreement. At August 31, 2014, the Fund had OTC derivatives in a net liability position of $30,477 and the aggregate value of collateral pledged for such contracts was $720,000.

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS

1. Organization and Significant Accounting

Policies (continued)

c. Derivative Financial Instruments (continued)

Collateral requirements differ by type of derivative. Collateral or initial margin requirements are set by the broker or exchange clearing house for exchange traded and centrally cleared derivatives. Initial margin deposited is held at the exchange and can be in the form of cash and/or securities. For OTC derivatives traded under an ISDA master agreement, posting of collateral is required by either the fund or the applicable counterparty if the total net exposure of all OTC derivatives with the applicable counterparty exceeds the minimum transfer amount, which typically ranges from $100,000 to $250,000, and can vary depending on the counterparty and the type of the agreement. Generally, collateral is determined at the close of fund business each day and any additional collateral required due to changes in derivative values may be delivered by the fund or the coun-terparty within a few business days. Collateral pledged and/or received by the fund for OTC derivatives, if any, is held in segregated accounts with the fund’s custodian/counterparty broker and can be in the form of cash and/or securities. Unrestricted cash may be invested according to the Fund’s investment objectives.

The Fund entered into OTC forward exchange contracts primarily to manage and/or gain exposure to certain foreign currencies. A forward exchange contract is an agreement between the Fund and a counterparty to buy or sell a foreign currency at a specific exchange rate on a future date.

The Fund entered into interest rate swap contracts primarily to manage interest rate risk. An interest rate swap is an agreement between the Fund and a counterparty to exchange cash flows based on the difference between two interest rates, applied to a notional amount. These agreements may be privately negotiated in the over-the-counter market (“OTC interest rate swaps”) or may be executed on a registered exchange (“centrally cleared interest rate swaps”). For centrally cleared interest rate swaps, required initial margins are pledged by the Fund, and the daily change in fair value is accounted for as a variation margin payable or receivable on the Statement of Assets and Liabilities. Over the term of the contract, contractually required payments to be paid and to be received are accrued daily and recorded as unrealized depreciation and appreciation until the payments are made, at which time they are realized.

See Note 10 regarding other derivative information.

d. Loan Participation Notes

The Fund invests in loan participation notes (“Participations”). Participations are loans originally issued to a borrower by one or more financial institutions (the “Lender”) and subsequently sold to other investors, such as the Fund. Participations typically result in the Fund having a contractual relationship only with the Lender and not with the borrower. The Fund has the right to receive from the Lender any payments of principal, interest and fees which the Lender received from the borrower. The Fund generally has no rights to either enforce compliance by the borrower with the terms of the loan agreement or to any collateral relating to the original loan. As a result, the Fund assumes the credit risk of both the borrower and the Lender that is selling the Participation. The Participations may also involve interest rate risk and liquidity risk, including the potential default or insolvency of the borrower and/or the Lender.

e. Credit-Linked Notes

The Fund purchases credit-linked notes. Credit-linked notes are intended to replicate the economic effects that would apply had the Fund directly purchased the underlying reference asset. The risks of credit-linked notes include the potential default of the underlying reference asset, the potential inability of the Fund to dispose of the credit-linked note in the normal course of business, and the possible inability of the counterparties to fulfill their obligations under the contracts.

f. Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained upon examination by the tax authorities based on the technical

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS

merits of the tax position. As of August 31, 2014, and for all open tax years, the Fund has determined that no liability for unrecognized tax benefits is required in the Fund’s financial statements related to uncertain tax positions taken on a tax return (or expected to be taken on future tax returns). Open tax years are those that remain subject to examination and are based on each tax jurisdiction statute of limitation.

g. Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.

Inflation-indexed bonds are adjusted for inflation through periodic increases or decreases in the security’s interest accruals, face amount, or principal redemption value, by amounts corresponding to the rate of inflation as measured by an index. Any increase or decrease in the face amount or principal redemption value will be included as inflation principal adjustments on the Statement of Operations.

h. Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

i. Guarantees and Indemnifications

Under the Fund’s organizational documents, its officers and trustees are indemnified by the Fund against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund expects the risk of loss to be remote.

2. Shares of Beneficial Interest

At August 31, 2014, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

        Year Ended August 31,      
    2014       2013    
  Shares     Amount Shares     Amount
Shares issued in reinvestment of distributions 38,723   $ 548,705 242,378   $ 3,965,253

 

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. This authorization remains in effect. Since the inception of the program, the Fund had repurchased a total of 610,500 shares. During the years ended August 31, 2014 and August 31, 2013, there were no shares repurchased.

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TEMPLETON EMERGING MARKETS INCOME FUND
NOTES TO FINANCIAL STATEMENTS

3. Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:

Subsidiary Affiliation
Franklin Advisers, Inc. (Advisers) Investment manager
Franklin Templeton Services, LLC (FT Services) Administrative manager

 

a. Management Fees

The Fund pays an investment management fee to Advisers based on the average daily net assets of the Fund as follows:

Annualized Fee Rate   Net Assets
1.000 % Up to and including $1 billion
0.980 % Over $1 billion, up to and including $5 billion
0.960 % Over $5 billion, up to and including $10 billion
0.940 % Over $10 billion, up to and including $15 billion
0.920 % Over $15 billion, up to and including $20 billion
0.900 % In excess of $20 billion

 

b. Administrative Fees

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on the Fund’s average daily net assets, and is not an additional expense of the Fund.

c. Investments in Institutional Fiduciary Trust Money Market Portfolio

The Fund invests in the Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an affiliated open-end management investment company. Management fees paid by the Fund are waived on assets invested in the Sweep Money Fund, as noted on the Statement of Operations, in an amount not to exceed the management and administrative fees paid directly or indirectly by the Sweep Money Fund. Prior to September 1, 2013, the waiver was accounted for as a reduction to management fees.

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 Fund’s custodian expenses. During the year ended August 31, 2014, there were no credits earned.

5. Income Taxes

The tax character of distributions paid during the years ended August 31, 2014 and 2013, was as follows:

    2014   2013
Distributions paid from:        
Ordinary income $ 57,296,254 $ 69,051,494
Long term capital gain   9,572,101   20,243,294
  $ 66,868,355 $ 89,294,788

 

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TEMPLETON EMERGING MARKETS INCOME FUND
NOTES TO FINANCIAL STATEMENTS

At August 31, 2014, 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 $ 671,991,245  
 
Unrealized appreciation $ 37,037,557  
Unrealized depreciation   (43,856,012 )
Net unrealized appreciation (depreciation) $ (6,818,455 )
 
Undistributed ordinary income $ 3,914,976  
Undistributed long term capital gains   16,523,546  
Distributable earnings $ 20,438,522  

 

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of foreign currency transactions, bond discounts and premiums and swaps.

6. Investment Transactions

Purchases and sales of investments (excluding short term securities) for the year ended August 31, 2014, aggregated $177,246,525 and $220,897,780, respectively.

7. Credit Risk and Defaulted Securities

At August 31, 2014, the Fund had 68.05% of its portfolio invested in high yield or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities.

The Fund held a defaulted security and/or other securities for which the income has been deemed uncollectible. At August 31, 2014, the value of this security was $895,046, representing 0.13% of the Fund’s net assets. The Fund discontinues accruing income on securities for which income has been deemed uncollectible and provides an estimate for losses on interest receivable. The security has been identified on the accompanying Statement of Investments.

8. 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.

9. Restricted Securities

The Fund invests in securities that are restricted under the Securities Act of 1933 (1933 Act) or which are subject to legal, contractual, or other agreed upon restrictions on resale. Restricted securities are often purchased in private placement transactions, and cannot be sold without prior registration unless the sale is pursuant to an exemption under the 1933 Act. Disposal of these securities may require greater effort and expense, and prompt sale at an acceptable price may be difficult. The Fund may have registration rights for restricted securities. The issuer generally incurs all registration costs.

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS

9. Restricted Securities (continued)          
 
At August 31, 2014, the Fund held investments in restricted securities, excluding certain securities exempt from registration under
the 1933 Act deemed to be liquid, as follows:          
 
Principal   Acquisition        
Amount Issuer Date   Cost   Value
14,400,000 Reventazon Finance Trust, secured bond, first lien, 144A, 8.00%,          
  11/15/33          
  Total Restricted Securities (Value is 2.23% of Net Assets) 12/18/13 $ 14,400,000 $ 15,418,646

 

10. Other Derivative Information            
 
At August 31, 2014, the Fund’s investments in derivative contracts are reflected on the Statement of Assets and Liabilities  
as follows:              
 
  Asset Derivatives     Liability Derivatives      
Derivative Contracts              
Not Accounted for as Statement of Assets and     Statement of Assets and      
Hedging Instruments Liabilities Location Fair Value Liabilities Location   Fair Value  
Interest rate contracts Variation margin $ Due from brokers / Variation $ 662,077 a
        margin / Net assets consist of:      
        net unrealized depreciation      
Foreign exchange contracts Unrealized appreciation on 1,654,684 Unrealized depreciation on   436,609  
  forward exchange contracts     forward exchange contracts      
 
aIncludes cumulative appreciation (depreciation) of centrally cleared swaps as reported in the Statement of Investments. Initial margin is included as a receivable due from  
brokers and current day’s variation margin is separately reported within the Statement of Assets and Liabilities.      

 

For the year ended August 31, 2014, the effect of derivative contracts on the Fund’s Statement of Operations was as follows:  
 
            Change in  
            Unrealized  
Derivative Contracts     Realized Gain     Appreciation  
Not Accounted for as     (Loss) for     (Depreciation)  
Hedging Instruments Statement of Operations Locations   the Year     for the Year  
Interest rate contracts Net realized gain (loss) from swap contracts / Net $ (10,217,445 ) $ (66,359 )
  change in unrealized appreciation (depreciation)            
  on investments            
 
Foreign exchange contracts Net realized gain (loss) from foreign currency transactions /   11,784,533     (6,329,577 )
  Net change in unrealized appreciation (depreciation)            
  on translation of other assets and liabilities denominated            
  in foreign currencies            
 
For the year ended August 31, 2014, the average month end fair value of derivatives represented 1.56% of average month end net  
assets. The average month end number of open derivative contracts for the year was 54.            
 
See Note 1(c) regarding derivative financial instruments.            

 

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TEMPLETON EMERGING MARKETS INCOME FUND
NOTES TO FINANCIAL STATEMENTS

11. 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:

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, 2014, in valuing the Fund’s assets and liabilities carried at fair value, is as follows:

    Level 1   Level 2   Level 3   Total
Assets:                
Investments in Securities:                
Foreign Government and Agency Securitiesa $ $ 409,076,417 $ $ 409,076,417
Quasi-Sovereign and Corporate Bondsa     202,697,778   15,418,646   218,116,424
Credit-Linked Notes     342,820     342,820
Short Term Investments   15,336,066   22,301,063     37,637,129
Total Investments in Securities $ 15,336,066 $ 634,418,078 $ 15,418,646 $ 665,172,790
 
Other Financial Instruments                
Forward Exchange Contracts $ $ 1,654,684 $ $ 1,654,684
 
Liabilities:                
Other Financial Instruments                
Forward Exchange Contracts $ $ 436,609 $ $ 436,609
Swap Contracts     662,077     662,077
Total Other Financial Instruments $ $ 1,098,686 $ $ 1,098,686
 
aFor detailed categories, see the accompanying Statement of Investments.                

 

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS

11. Fair Value Measurements (continued)                    
 
A reconciliation of assets in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3
financial instruments at the end of the year. At August 31, 2014, the reconciliation of assets, is as follows:        
 
                          Net Change
                          in Unrealized
              Net   Net       Appreciation
  Balance at       Transfers   Realized   Unrealized   Balance   (Depreciation)
  Beginning       Into (Out of) Cost Basis Gain   Appreciation   at End   on Assets Held
  of Year   Purchases Sales Level 3 Adjustments (Loss) (Depreciation)   of Year   at Year End
Assets:                          
Investments in Securities:                          
Quasi-Sovereign and Corporate                          
Bonds $ — $ 14,400,000 $ — $ — $ — $ — $ 1,018,646 $ 15,418,646 $ 1,018,646

 

Significant unobservable valuation inputs developed by the VLOC for material Level 3 financial instruments and impact to fair
value as a result of changes in unobservable valuation inputs as of August 31, 2014, are as follows:      
 
              Impact to Fair
    Fair Value at         Value if Input
Description   End of Year Valuation Technique Unobservable Input Amount   Increasesa
Assets:              
Investments in Securities:              
Quasi-Sovereign and Corporate              
Bonds $ 15,418,646 Discounted cash flow model Discount rateb 7.1 % Decrease
 
aRepresents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the
unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurement.
bThe discount rate is comprised of the risk-free rate, the 10-year Costa Rican CDS curve, and an incremental credit spread that combines with the first two components to
arrive at an 8% yield on issue date for an 8% coupon bond issued at par.        

 

12. New Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-08, Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The ASU modifies the criteria used in defining an investment company under U.S. Generally Accepted Accounting Principles and also sets forth certain measurement and disclosure requirements. Under the ASU, an entity that is registered under the 1940 Act automatically qualifies as an investment company. The ASU is effective for interim and annual reporting periods beginning after December 15, 2013. Management has reviewed the requirements and believes the adoption of this ASU will not have a material impact on the financial statements.

In June 2014, the FASB issued ASU No. 2014-11, Transfers and Servicing (Topic 860), Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The ASU changes the accounting for certain repurchase agreements and expands disclosure requirements related to repurchase agreements, securities lending, repurchase-to-maturity and similar transactions. The ASU is effective for interim and annual reporting periods beginning after December 15, 2014. Management is currently evaluating the impact, if any, of applying this provision.

13. 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.

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TEMPLETON EMERGING MARKETS INCOME FUND
NOTES TO FINANCIAL STATEMENTS

Abbreviations        
Counterparty / Exchange Currency Selected Portfolio
BZWS Barclays Bank PLC BRL Brazilian Real FRN Floating Rate Note
CITI Citibank N.A. DEM Deutche Mark PIK Payment-In-Kind
CME Chicago Mercantile Exchange EUR Euro    
DBAB Deutsche Bank AG GHS Ghanaian Cedi    
GSCO The Goldman Sachs Group, Inc. IDR Indonesian Rupiah    
HSBK HSBC Bank PLC INR Indian Rupee    
JPHQ JPMorgan Chase Bank N.A. LKR Sri Lankan Rupee    
MSCO Morgan Stanley and Co. Inc. MXN Mexican Peso    
SCNY Standard Chartered Bank NGN Nigerian Naira    
    RSD Serbian Dinar    
    UAH Ukraine Hryvnia    

 

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TEMPLETON EMERGING MARKETS INCOME FUND

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Templeton Emerging Markets Income Fund

In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Templeton Emerging Markets Income Fund (the “Fund”) at August 31, 2014, 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 then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2014 by correspondence with the custodian, transfer agent and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California
October 17, 2014

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TEMPLETON EMERGING MARKETS INCOME FUND

Tax Information (unaudited)

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund hereby reports the maximum amount allowable but no less than $9,572,101 as a long term capital gain dividend for the fiscal year ended August 31, 2014.

Under Section 871(k)(2)(C) of the Code, the Fund hereby reports the maximum amount allowable but no less than $654 as a short term capital gain dividend for purposes of the tax imposed under Section 871(a)(1)(A) of the Code for the fiscal year ended August 31, 2014.

At August 31, 2013, more than 50% of the Fund’s 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 Code. This written statement will allow shareholders of record on September 27, 2013, 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   Foreign Source Foreign Source Qualified
  Per Share   Income Per Share Dividends Per Share
$ 0.0035 $ 1.1790 $ —

 

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 Fund’s 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

By mid-February 2014, shareholders received Form 1099-DIV which included their share of taxes paid and foreign source income distributed during the calendar year 2013. The Foreign Source Income reported on Form 1099-DIV has not been 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 2013 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.

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TEMPLETON EMERGING MARKETS INCOME FUND

Annual Meeting of Shareholders, February 28, 2014 (unaudited)

The Annual Meeting of Shareholders of the Fund was held at the Fund’s offices, 300 S.E. 2nd Street, Fort Lauderdale, Florida, on February 28, 2014. The purpose of the meeting was to elect five Trustees of the Fund and to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending August 31, 2014. At the meeting, the following persons were elected by the shareholders to serve as Trustees of the Fund: Harris J. Ashton, Edith E. Holiday, J. Michael Luttig, Constantine D. Tseretopoulos and Rupert H. Johnson, Jr.* Shareholders also ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending August 31, 2014. No other business was transacted at the meeting.

The results of the voting at the Annual Meeting are as follows:                
 
1. The election of five Trustees:                    
 
    % of   % of Shares     % of   % of Shares  
    Outstanding   Present and     Outstanding   Present and  
Term Expiring 2017 For Shares   Voting   Withheld Shares   Voting  
Harris J. Ashton 41,814,641 87.19 % 97.31 % 1,157,518 2.41 % 2.69 %
Edith E. Holiday 41,850,675 87.26 % 97.39 % 1,121,484 2.34 % 2.61 %
J. Michael Luttig 42,015,235 87.60 % 97.77 % 956,925 2.00 % 2.23 %
Constantine D. Tseretopoulos 41,945,656 87.46 % 97.61 % 1,026,503 2.14 % 2.39 %
 
Term Expiring 2016                    
Rupert H. Johnson, Jr 41,851,800 87.26 % 97.39 % 1,120,359 2.34 % 2.61 %

 

2. Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending August 31, 2014:

    % of   % of Shares  
  Shares Outstanding   Present and  
  Voted Shares   Voting  
For 42,351,128 88.31 % 98.56 %
Against 302,733 0.63 % 0.70 %
Abstain 318,299 0.66 % 0.74 %
Total 42,972,160 89.60 % 100.00 %

 

*Ann Torre Bates, Frank J. Crothers, Gregory E. Johnson, David W. Niemiec, Frank A. Olson, Larry D. Thompson and Robert E. Wade are Trustees of the Fund who are currently serving and whose terms of office continued after the Annual Meeting of Shareholders.

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TEMPLETON EMERGING MARKETS INCOME FUND

Dividend Reinvestment and Cash Purchase Plan

The Fund offers a Dividend Reinvestment and Cash Purchase Plan (the “Plan”) with the following features:

If shares of the Fund are held in the shareholder’s name, the shareholder will automatically be a participant in the Plan unless he elects to withdraw. If the shares are registered in the name of a broker-dealer or other nominee (i.e., in “street name”), the broker-dealer or nominee will elect to participate in the Plan on the shareholder’s behalf unless the shareholder instructs them otherwise, or unless the reinvestment service is not provided by the broker-dealer or nominee.

Participants should contact Computershare Shareowner Services, LLC, P.O. Box 30170, College Station, TX, 77842-3170, to receive the Plan brochure.

To receive dividends or distributions in cash, the shareholder must notify Computershare Trust Company, N.A. (formerly, The Bank of New York Mellon) (the “Plan Administrator”) at the address above or the institution in whose name the shares are held. The Plan Administrator must receive written notice ten business days before the record date for the distribution.

Whenever the Fund declares dividends in either cash or shares of the Fund, if the market price is equal to or exceeds net asset value at the valuation date, the participant will receive the dividends entirely in new shares at a price equal to the net asset value, but not less than 95% of the then current market price of the Fund’s shares. If the market price is lower than net asset value or if dividends and/or capital gains distributions are payable only in cash, the participant will receive shares purchased on the New York Stock Exchange or otherwise on the open market.

A participant has the option of submitting additional cash payments to the Plan Administrator, in any amounts of at least $100, up to a maximum of $5,000 per month, for the purchase of Fund shares for his or her account. These payments can be made by check payable to Computershare Trust Company, N.A. and sent to Computershare Shareowner Services, LLC, P.O. Box 30170, College Station, TX, 77842-3170, Attention: Templeton Emerging Markets Income 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 the Fund’s shares on the open market.

The automatic reinvestment of dividends and/or capital gains does not relieve the participant of any income tax that may be payable on dividends or distributions.

Whenever shares are purchased on the New York Stock Exchange or otherwise on the open market, each participant will pay a pro rata portion of trading fees. Trading fees will be deducted from amounts to be invested. The Plan Administrator’s fee for a sale of shares through the Plan is $15.00 per transaction plus a $0.12 per share trading fee.

A participant may withdraw from the Plan without penalty at any time by written notice to the Plan Administrator sent to Computershare Shareowner Services, LLC, P.O. Box 30170, College Station, TX, 77842-3170. Upon withdrawal, the participant will receive, without charge, share certificates issued in the participant’s name for all full shares held by the Plan Administrator; or, if the participant wishes, the Plan Administrator will sell the 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 current market price and send a check to the participant for the net proceeds.

Direct Deposit Service for Registered Shareholders

Cash distributions can now be electronically credited to a checking or savings 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.computershare.com/investor 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.

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TEMPLETON EMERGING MARKETS INCOME FUND

Transfer Agent

Computershare Shareowner Services, LLC
P.O. Box 30170
College Station, TX 77842-3170

Overnight Address:
211 Quality Circle, Suite 210
College Station, TX 77845

(800) 416-5585
www.computershare.com/investor

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 Computershare Shareowner Services, 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 Computershare Shareowner Services, LLC at (800) 416-5585.

Shareholder Information

Shares of Templeton Emerging Markets Income Fund are traded on the New York Stock Exchange under the symbol “TEI.” Information about the net asset value and the market price is published each Monday in the Wall Street Journal, weekly in Barron’s and each Saturday in The New York Times and other newspapers. Daily market prices for the Fund’s shares are published in the “New York Stock Exchange Composite Transactions” section of newspapers.

For current information about dividends and shareholder accounts, call (800) 416-5585. Registered shareholders can access their Fund account on-line with the Investor ServiceDirect™ website. For information go to Computershare Shareowner Services, LLC’s web site at www.computershare.com/investor and follow the instructions.

The daily closing net asset value as of the previous business day may be obtained when available by calling Franklin Templeton Fund Information after 7 a.m. Pacific time any business day at (800) DIAL BEN/342-5236. The Fund’s net asset value and dividends are also listed on the NASDAQ Stock Market, Inc.’s Mutual Fund Quotation Service (“NASDAQ MFQS”).

Shareholders not receiving copies of reports to shareholders because their shares are registered in the name of a broker or a custodian can request that they be added to the Fund’s mailing list, by writing Templeton Emerging Markets Income Fund, 100 Fountain Parkway, P.O. Box 33030, St. Petersburg, FL, 33733-8030.

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TEMPLETON EMERGING MARKETS INCOME FUND

Board Members and Officers    
 
The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Fund,
principal occupations during the 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 person’s successor is elected and qualified.    
 
 
Independent Board Members      
 
      Number of Portfolios in  
Name, Year of Birth   Length of Fund Complex Overseen Other Directorships Held
and Address Position Time Served by Board Member* During at Least the Past 5 Years
 
Harris J. Ashton (1932) Trustee Since 1993 138 Bar-S Foods (meat packing company)
300 S.E. 2nd Street       (1981-2010).
Fort Lauderdale, FL 33301-1923        
Principal Occupation During at Least the Past 5 Years:    
Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief
Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).
 
Ann Torre Bates (1958) Trustee Since 2008 36 Navient Corporation (loan
300 S.E. 2nd Street       management, servicing and asset
Fort Lauderdale, FL 33301-1923       recovery) (May 2014), 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) and SLM Corporation
        (Sallie Mae) (1997-2014).
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).  
 
Frank J. Crothers (1944) Trustee Since 1999 26 Talon Metals Corp. (mining
300 S.E. 2nd Street       exploration), Fortis, Inc. (utility holding
Fort Lauderdale, FL 33301-1923       company) and AML Foods Limited
        (retail distributors).
 
Principal Occupation During at Least the Past 5 Years:    
Director and Vice Chairman, Caribbean Utilities Company, Ltd.; director of various other private business and nonprofit organizations; and
formerly, Chairman, Atlantic Equipment and Power Ltd. (1977-2003).    
 
Edith E. Holiday (1952) Lead Trustee since 138 Hess Corporation (exploration and
300 S.E. 2nd Street Independent 1996 and Lead   refining of oil and gas), H.J. Heinz
Fort Lauderdale, FL 33301-1923 Trustee Independent   Company (processed foods and
    Trustee since 2007   allied products) (1994-2013), RTI
        International Metals, Inc. (manufacture
        and distribution of titanium), Canadian
        National Railway (railroad) and White
        Mountains Insurance Group, Ltd.
        (holding company).
 
Principal Occupation During at Least the Past 5 Years:    
Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States and Secretary of the
Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant
Secretary for Public Affairs and Public Liaison – United States Treasury Department (1988-1989).  

 

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TEMPLETON EMERGING MARKETS INCOME FUND

Independent Board Members (continued)    
 
        Number of Portfolios in  
Name, Year of Birth     Length of Fund Complex Overseen Other Directorships Held
and Address   Position Time Served by Board Member* During at Least the Past 5 Years
 
J. Michael Luttig (1954)   Trustee Since 2009 138 Boeing Capital Corporation
300 S.E. 2nd Street         (aircraft financing) (2006-2013).
Fort Lauderdale, FL 33301-1923          
 
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); and formerly,
Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006).  
 
David W. Niemiec (1949)   Trustee Since 2005 33 Emeritus Corporation (assisted
300 S.E. 2nd Street         living) (1999-2010) and OSI
Fort Lauderdale, FL 33301-1923         Pharmaceuticals, Inc. (pharmaceutical
          products) (2006-2010).
 
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).      
 
Frank A. Olson (1932)   Trustee Since 2003 138 Hess Corporation (exploration and
300 S.E. 2nd Street         refining of oil and gas) (1998-2013).
Fort Lauderdale, FL 33301-1923          
 
Principal Occupation During at Least the Past 5 Years:    
Director of various companies; and formerly, Chairman of the Board, The Hertz Corporation (car rental) (1980-2000) and Chief Executive
Officer (1977-1999); and Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines) (June-December 1987).
 
Larry D. Thompson (1945)   Trustee Since 2005 138 Cbeyond, Inc. (business
300 S.E. 2nd Street         communications provider) (2010-2012),
Fort Lauderdale, FL 33301-1923         The Southern Company (energy
          company) (2010-2012) and Graham
          Holdings Company (formerly, The
          Washington Post Company) (education
          and media organization).
 
Principal Occupation During at Least the Past 5 Years:    
Executive Vice President – Government Affairs, General Counsel and Corporate Secretary, PepsiCo, Inc. (consumer products) (2012-present);
and formerly, John A. Sibley Professor of Corporate and Business Law, University of Georgia School of Law (2011-2012); 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 Trustee Since 1999 26 None
(1954 )        
300 S.E. 2nd Street          
Fort Lauderdale, FL 33301-1923          
 
Principal Occupation During at Least the Past 5 Years:    
Physician, Chief of Staff, owner and operator of the Lyford Cay Hospital (1987-present); director of various nonprofit organizations; and
formerly, Cardiology Fellow, University of Maryland (1985-1987); and Internal Medicine Resident, Greater Baltimore Medical Center
(1982-1985).          
 
Robert E. Wade (1946)   Trustee Since 2006 43 El Oro Ltd (investments).
300 S.E. 2nd Street          
Fort Lauderdale, FL 33301-1923          
 
Principal Occupation During at Least the Past 5 Years:    
Attorney at law engaged in private practice (1972-2008) and member of various boards.  

 

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TEMPLETON EMERGING MARKETS INCOME FUND

Interested Board Members and Officers    
 
      Number of Portfolios in  
Name, Year of Birth   Length of Fund Complex Overseen Other Directorships Held
and Address Position Time Served by Board Member* During at Least the Past 5 Years
 
**Gregory E. Johnson (1961) Trustee Since 2007 148 None
One Franklin Parkway        
San Mateo, CA 94403-1906        
Principal Occupation During at Least the Past 5 Years:    
Chairman of the Board, Member – Office of the Chairman, Director, President 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 44 of the investment
companies in Franklin Templeton Investments; and Chairman, Investment Company Institute.  
 
**Rupert H. Johnson, Jr. (1940) Chairman of Chairman of the 138 None
One Franklin Parkway the Board and Board and Trustee    
San Mateo, CA 94403-1906 Trustee and since 2013, and    
  Vice President Vice President    
    since 1996    
 
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 41 of the investment companies in Franklin Templeton Investments.  
 
Alison E. Baur (1964) Vice President Since 2012 Not Applicable Not Applicable
One Franklin Parkway        
San Mateo, CA 94403-1906        
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 46
of the investment companies in Franklin Templeton Investments.    
 
Laura F. Fergerson (1962) Chief Executive Since 2009 Not Applicable Not Applicable
One Franklin Parkway Officer –      
San Mateo, CA 94403-1906 Finance and      
  Administration      
Principal Occupation During at Least the Past 5 Years:    
Senior Vice President, Franklin Templeton Services, LLC; and officer of 46 of the investment companies in Franklin Templeton Investments.
 
Aliya S. Gordon (1973) Vice President Since 2009 Not Applicable Not Applicable
One Franklin Parkway        
San Mateo, CA 94403-1906        
 
Principal Occupation During at Least the Past 5 Years:    
Senior Associate General Counsel, Franklin Templeton Investments; officer of 46 of the investment companies in Franklin Templeton
Investments; and formerly, Litigation Associate, Steefel, Levitt & Weiss, LLP (2000-2004).  
 
Steven J. Gray (1955) Vice President Since 2009 Not Applicable Not Applicable
One Franklin Parkway        
San Mateo, CA 94403-1906        
 
Principal Occupation During at Least the Past 5 Years:    
Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc. and Franklin
Alternative Strategies Advisers, LLC; and officer of 46 of the investment companies in Franklin Templeton Investments.

 

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TEMPLETON EMERGING MARKETS INCOME FUND

Interested Board Members and Officers (continued)  
 
      Number of Portfolios in  
Name, Year of Birth   Length of Fund Complex Overseen Other Directorships Held
and Address Position Time Served by Board Member* During at Least the Past 5 Years
 
Selena L. Holmes (1965) Vice President Since 2012 Not Applicable Not Applicable
100 Fountain Parkway – AML      
St. Petersburg, FL 33716-1205 Compliance      
 
Principal Occupation During at Least the Past 5 Years:    
Director, Global Compliance Monitoring; Chief Compliance Officer, Franklin Alternative Strategies Advisers, LLC; Vice President, Franklin
Templeton Companies, LLC; and officer of 46 of the investment companies in Franklin Templeton Investments.
 
Christopher J. Molumphy (1962) President and Since 2002 Not Applicable Not Applicable
One Franklin Parkway Chief Executive      
San Mateo, CA 94403-1906 Officer –      
  Investment      
 
Principal Occupation During at Least the Past 5 Years:    
Director and Executive Vice President, Franklin Advisers, Inc.; Executive Vice President, Franklin Templeton Institutional, LLC; and officer of
some of the other subsidiaries of Franklin Resources, Inc. and of 22 of the investment companies in Franklin Templeton Investments.
 
Kimberly H. Novotny (1972) Vice President Since 2013 Not Applicable Not Applicable
300 S.E. 2nd Street        
Fort Lauderdale, FL 33301-1923        
 
Principal Occupation During at Least the Past 5 Years:    
Associate General Counsel, Franklin Templeton Investments; Vice President and Secretary, Fiduciary Trust International of the South; Vice
President, Templeton Investment Counsel, LLC; Assistant Secretary, Franklin Resources, Inc.; and officer of 46 of the investment companies
in Franklin Templeton Investments.      
 
Mark H. Otani (1968) Treasurer, Chief Since 2009 Not Applicable Not Applicable
One Franklin Parkway Financial Officer      
San Mateo, CA 94403-1906 and Chief      
  Accounting      
  Officer      
 
Principal Occupation During at Least the Past 5 Years:    
Director, Global Fund Accounting Operations, Franklin Templeton Investments; and officer of 14 of the investment companies in Franklin
Templeton Investments.        
 
Robert C. Rosselot (1960) Chief Since 2013 Not Applicable Not Applicable
300 S.E. 2nd Street Compliance      
Fort Lauderdale, FL 33301-1923 Officer      
 
Principal Occupation During at Least the Past 5 Years:    
Director, Global Compliance, Franklin Templeton Investments; Vice President, Franklin Templeton Companies, LLC; officer of 46 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).  
 
Karen L. Skidmore (1952) Vice President Since 2006 Not Applicable Not Applicable
One Franklin Parkway and Secretary      
San Mateo, CA 94403-1906        
 
Principal Occupation During at Least the Past 5 Years:    
Senior Associate General Counsel, Franklin Templeton Investments; and officer of 46 of the investment companies in Franklin Templeton
Investments.        

 

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TEMPLETON EMERGING MARKETS INCOME FUND

Interested Board Members and Officers (continued)  
 
      Number of Portfolios in  
Name, Year of Birth   Length of Fund Complex Overseen Other Directorships Held
and Address Position Time Served by Board Member* During at Least the Past 5 Years
 
Craig S. Tyle (1960) Vice President Since 2005 Not Applicable Not Applicable
One Franklin Parkway        
San Mateo, CA 94403-1906        
 
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 46 of the investment companies in Franklin Templeton Investments.  
 
Lori A. Weber (1964) Secretary and Secretary since Not Applicable Not Applicable
300 S.E. 2nd Street Vice President 2013 and Vice    
Fort Lauderdale, FL 33301-1923   President since    
    2011    
 
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; Vice President, Fiduciary Trust International of the South; and officer of 46 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 Fund’s investment manager. Rupert H. Johnson, Jr. is considered to be an interested person of the Fund
under the federal securities laws due to his position as 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 Fund’s Audit
Committee includes at least one member who is an audit committee financial expert within the meaning of such Act and Rules. The Fund’s Board has determined
that there is at least one such financial expert on the Audit Committee and has designated each of Ann Torre Bates and David W. Niemiec as an audit committee
financial expert. The Board believes that Ms. Bates and Mr. Niemiec qualify as such an expert in view of their extensive business background and experience.
Ms. Bates has served as a member of the Fund Audit Committee since 2008. She currently serves as a director of Navient Corporation (May 2014), Ares Capital
Corporation and United National Foods Inc. and was formerly a director of SLM Corporation from 1997 to 2014 and Allied Capital Corporation from 2003 to 2010,
Executive Vice President and Chief Financial Officer of NHP Incorporated and Vice President and Treasurer of US Airways, Inc. 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.
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 INCOME FUND

Shareholder Information

Board Review of Investment Management Agreement

At a meeting held May 15, 2014, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for the Fund. In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports on the Fund, information on its share price discount to net asset value, and other related financial information, as well as periodic reports on expenses, legal and compliance matters, pricing, brokerage commissions and execution and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report prepared by Lipper, Inc. (Lipper), an independent organization, as well as additional material, including a Fund profitability analysis prepared by management. The Lipper reports compared the Fund’s investment performance and expenses with those of other funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Additional material accompanying such profitability analysis included information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates to U.S. funds and other accounts, including management’s explanation of differences where relevant. Such material also included a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Fund by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale.

In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. In approving continuance of the investment management agreement for the Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of the Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board’s decision.

NATURE, EXTENT AND QUALITY OF SERVICE. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Fund and its shareholders. In addition to investment performance and expenses discussed later, the Board’s opinion was based, in part, upon periodic reports furnished it showing that the investment policies and restrictions for the Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. Favorable consideration was given to management’s continual efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned well during the Florida hurricanes and blackouts experienced in previous years, and that those operations in the New York/New Jersey area ran smoothly during the period of the 2012 Hurricane Sandy. Consideration was also given to the experience of the Fund’s portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management’s determination of the level of a portfolio manager’s bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesignated list of funds within such person’s fund management area so as to be aligned with the interests of shareholders. Particular attention was given to management’s conservative approach and diligent risk management procedures, including continual monitoring of counterparty credit risk and attention given to derivatives and other complex instruments included expanded collateralization requirements. The Board also took into account, among other things, the strong financial position of the Manager’s parent company and its commitment to the fund business as evidenced by its subsidization of money market funds.

INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of the Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings during the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewal. The Lipper report for the Fund showed its investment performance for the one-year

38 | Annual Report

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TEMPLETON EMERGING MARKETS INCOME FUND

SHAREHOLDER INFORMATION

period ended February 28, 2014, as well as the previous 10 years ended that date in respect to a performance universe consisting of the Fund and all other closed-end non-leveraged emerging markets hard currency debt funds as selected by Lipper. Such report considered the Fund’s income return and total return on a net asset value basis without regard to market discounts or premiums to accurately reflect investment performance. The Lipper report showed the Fund’s income return to be the highest among the four funds composing its Lipper performance universe for the one-year period, and on an annualized basis to also be the highest among the four funds constituting such universes for the previous three- and five-year periods, and the second-highest among the four funds constituting such universe for the previous 10-year period. The Lipper report showed the Fund’s total return to also be the highest among the four funds composing its performance universe for the one-year period and the second highest or highest of five funds for the previous three-, five- and 10-year periods on an annualized basis The Board was satisfied with such comparative investment performance.

COMPARATIVE EXPENSES. Consideration was given to a comparative analysis of the management fee and total expense ratio of the Fund within a group of three funds, including the Fund, selected by Lipper as constituting its appropriate Lipper expense group. Lipper expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be an appropriate measure of comparative expenses. In reviewing comparative costs, Lipper provides information on the Fund’s contractual investment management fee in comparison with the effective management fee that would have been charged by the other funds within the Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of the other funds. The Lipper contractual investment management fee analysis considers administrative fees to be part of management fees and the results of such expense comparison showed the Fund’s contractual investment management fee rate to be the lowest in its Lipper expense group and the Fund’s actual total expense ratio to also be the lowest in such group. The Board was satisfied with the Fund’s expenses in comparison to those of its Lipper expense group.

MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of the Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton’s U.S. fund business, as well as its profits in providing management and other services to each of the individual funds during the 12-month period ended September 30, 2013, being the most recent fiscal year-end for Franklin Resources, Inc., the Manager’s parent. In reviewing the analysis, the Board recognized that allocation methodologies are inherently subjective and various allocation methodologies may be reasonable while producing different results. In this respect, the Board noted that while management continually makes refinements to its methodologies in response to organizational and product related changes, the overall approach as defined by the primary drivers and activity measurements has remained consistent with that used in the Fund’s profitability report presentations from prior years. Additionally, the Fund’s independent registered public accounting firm had been engaged by the Manager to periodically review the reasonableness of the allocation methodologies to be used solely by the Fund’s Board in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. In addition, the Board considered a third-party study comparing the profitability of the Manager’s parent on an overall basis to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to the Fund was not excessive in view of the nature, quality and extent of services provided.

ECONOMIES OF SCALE. The Board also considered whether the manager realizes economies of scale as the Fund grows larger and the extent to which any such benefit is shared with the Fund and its shareholders. The Board believed that a manager’s ability to realize economies of scale and the sharing of such benefit is a more relevant consideration in the case of

franklintempleton.com

Annual Report

| 39


 

TEMPLETON EMERGING MARKETS INCOME FUND

SHAREHOLDER INFORMATION

an open-end fund whose size increases as a result of the continuous sale of its shares. A closed-end investment company such as the Fund does not continuously offer shares, and growth following its initial public offering will primarily result from market appreciation, which benefits its shareholders. The Fund’s investment advisory fee provides a rate of 1.00% on the first $1 billion of net assets, with breakpoints thereafter. At the end of 2013, the Fund’s net assets amounted to approximately $690 million, While believing economies of scale to be less of a factor in the context of a closed-end fund, the Board believes at some point an increase in size may lead to economies of scale that should be shared with the Fund and its shareholders and intends to monitor future growth of the Fund accordingly, noting the management fee breakpoints at the $1 billion net asset level.

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

The Fund files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

Certifications

The Fund’s Chief Executive Officer – Finance and Administration is required by the New York Stock Exchange’s Listing Standards to file annually with the Exchange a certification that she is not aware of any violation by the Fund of the Exchange’s Corporate Governance Standards applicable to the Fund. The Fund has filed such certification.

In addition, the Fund’s Chief Executive Officer – Finance and Administration and Chief Financial Officer and Chief Accounting Officer are required by the rules of the U.S. Securities and Exchange Commission to provide certain certifications with respect to the Fund’s Form N-CSR and Form N-CSRS (which include the Fund’s annual and semian-nual reports to shareholders) that are filed annually with the Commission. The Fund has filed such certifications with its Form N-CSRS for the six months ended February 28, 2014. Additionally, the Fund expects to file, on or about October 30, 2014, such certifications with its Form N-CSR for the year ended August 31, 2014.

40 | Annual Report

franklintempleton.com


 


Annual Report
Templeton Emerging Markets Income Fund

Investment Manager
Franklin Advisers, Inc.

Transfer Agent
Computershare Shareowner Services, LLC
P. O. Box 30170
College Station, TX 77842-3170
Toll free number: (800) 416-5585
Hearing Impaired phone number: (800) 231-5469
Foreign Shareholders phone number: (201) 680-6578
www.computershare.com/investor

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 Fund’s portfolio will be subject to the risk of loss from market, currency, economic, political and other factors. The Fund and its investors are not protected from such losses by the investment manager. Therefore, investors who cannot accept this risk should not invest in shares of the Fund.

To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.

© 2014 Franklin Templeton Investments. All rights reserved. TLTEI A 10/14

 


 

 

 

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 registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $47,756 for the fiscal year ended August 31, 2014 and $48,620 for the fiscal year ended August 31, 2013.

 

(b)   Audit-Related Fees

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4.

 

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements. 

 

(c)   Tax Fees

There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.

 

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $3,830 for the fiscal year ended August 31, 2014 and $6,100 for the fiscal year ended August 31, 2013. The services for which these fees were paid included technical tax consultation for capital gain tax and withholding tax reporting for foreign governments and requirements on local country’s self-certification forms.

 


 

 

 

(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 $204 for the fiscal year ended August 31, 2014 and $0 for the fiscal year ended August 31, 2013. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process.

 

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant, other than the services reported in paragraphs (a)-(c) of Item 4 were $159,532 for the fiscal year ended August 31, 2014 and $0 for the fiscal year ended August 31, 2013. 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.

  

(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:

 

      (i)   pre-approval of all audit and audit related services;

 

      (ii)  pre-approval of all non-audit related services to be provided to the Fund by the auditors;

 

      (iii) pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and

 

      (iv)  establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.

 

(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

 

(f) No disclosures are required by this Item 4(f).

 


 

 

 

(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $163,566 for the fiscal year ended August 31, 2014 and $6,100 for the fiscal year ended August 31, 2013.

 

(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

 

Item 5. Audit Committee of Listed Registrants.

 

Members of the Audit Committee are:  Ann Torre Bates, Frank J. Crothers, David W. Niemiec and Constantine D. Tseretopoulos.

 

 

Item 6. Schedule of Investments.          N/A

 

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

The board of trustees of the Fund has delegated the authority to vote proxies related to the portfolio securities held by the Fund to the Fund's investment manager Franklin Advisers, Inc. 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 equity 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 manager’s 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, 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. Although ISS’ and/or Glass Lewis’ analyses are thoroughly reviewed and considered in making a final voting decision, the investment manager does not consider recommendations from ISS, Glass Lewis or any other third party to be determinative of the investment manager’s ultimate decision. Rather, the investment manager exercises its independent judgment in making voting decisions. 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 manager’s 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 defer to the voting recommendation of ISS, Glass Lewis or those of another independent third-party provider of proxy services; or send the proxy directly to the Fund's board or a committee of the board with the investment manager's recommendation regarding the vote for approval.

 


 

 

 

Where a material conflict of interest has been identified, but the items on which the investment manager’s vote recommendations differ from Glass Lewis, ISS, or another independent third-party provider of proxy services 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 issuer’s management, the Proxy Group may defer to the vote recommendations of the investment manager rather than sending the proxy directly to the Fund's 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 Fund’s 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 fund's 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 manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and the investment manager will not support the position of the company's management in any situation where it deems that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.

 

Investment manager’s 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 will be considered based on the relevant facts and circumstances.

 


 

 

Board of directors.   The investment manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. 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 company’s 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 management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents.

 

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 company’s 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 company’s 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 company’s 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 company's 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.

 

Environment, social and governance issues.   The investment manager will generally give management discretion with regard to social, environmental and ethical issues, although the investment manager may vote in favor of those that are believed to have significant economic benefits or implications for the Fund and its shareholders. 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. 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 company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the company’s peers. The investment manager will consider on a case-by-case basis any well-drafted and reasonable proposals for proxy access considering such factors as the size of the company, ownership thresholds and holding periods, responsiveness of management, intentions of the shareholder proponent, company performance, and shareholder base.

 


 

 

 

Global corporate governance.   Many of the tenets discussed above are applied to the investment manager's 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 country’s 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 manager's 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 vote a proxy, or may choose not to vote a proxy, such as where: (i) the 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 or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) the investment manager held shares on the record date but has sold them prior to the meeting date; (vi) proxy voting service is not offered by the custodian in the market; (vii) 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 (viii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. In some foreign 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; and (c) the exercise by the issuer of its discretion to reject the vote of the investment manager. 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.

 

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 Fund’s 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 24, 2014, the portfolio manager of the Fund is as follows:

 

MICHAEL HASENSTAB, Ph.D., Senior Vice President of Franklin Advisers, Inc.

Dr. Hasenstab has been a portfolio manager of the Fund since 2002. He has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements.  The degree to which he may perform these functions, and the nature of these functions, may change from time to time.  He first joined Franklin Templeton Investments in 1995, rejoining again in 2001 after a three-year leave to obtain his PH.D.

 

(a)(2)  This section reflects information about the portfolio managers as of the fiscal year ended August 31, 2014.

 

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 Managed

 

Assets of Other Registered Investment Companies Managed

(x $1 million)

 

 

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

Michael Hasenstab

 

18

 

96,627.7

 

422

 

98,183.4

 

162

 

5,284.1

 

1.  The various pooled investment vehicles and accounts listed are managed by a team of investment professionals.  Accordingly, the individual managers listed would not be solely responsible for managing such listed amounts.

2.  Dr. Hasenstab manages a Pooled Investment Vehicle and Other Accounts with $979.8 in total assets with a performance fee.

 

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts.  The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance-based compensation (as noted, in the chart above, if any).  This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

 

Conflicts.  The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The 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 manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

 


 

 

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management.  As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus. 

 

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest.  While the funds and the manager have adopted a code of ethics, which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

 

The manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts.  However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

Compensation.  The investment manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals.  Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package.  Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

Base salary  Each portfolio manager is paid a base salary.

Annual bonus  Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Resources and mutual funds advised by the investment manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the investment manager and/or other officers of the investment manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 


 

Additional long-term equity-based compensation  Portfolio managers may also be awarded restricted shares or units of Resources stock or restricted shares or units of one or more mutual funds. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

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 the portfolio manager (such amounts may change from time to time):

 

 

 

Portfolio Manager

Dollar Range of Fund Shares Beneficially Owned

Michael Hasenstab

None

 

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.        N/A

 

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.

 

 


 

 

Item 11. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures.  The Registrant maintains disclosure controls and procedures that are designed to 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 Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures.  Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

 

(b) Changes in Internal Controls.  There have been no changes in the Registrant’s internal 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. Exhibits.

 

(a)(1) Code of Ethics

 

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting Officer

 

 

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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.

 

TEMPLETON EMERGING MARKETS INCOME FUND

 

 

 

By /s/LAURA F. FERGERSON

Laura F. Fergerson

Chief Executive Officer - Finance and

 Administration

Date:  October 24, 2014

 

 

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/LAURA F. FERGERSON

Laura F. Fergerson

Chief Executive Officer - Finance and

Administration

Date:  October 24, 2014

 

 

 

By /s/MARK H. OTANI

Mark H. Otani

Chief Financial Officer and

Chief Accounting Officer

Date:  October 24, 2014