UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM N-CSRS

 

 

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: 12/31

Date of reporting period: 6/30/19

 

 

 


Item 1. Reports to Stockholders.

 


LOGO


 

Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 416-5585 or by contacting your financial intermediary.

You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 416-5585 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.


FRANKLIN TEMPLETON

Successful investing begins with ambition. And achievement only comes when you reach for it. That’s why we continually strive to deliver better outcomes for investors. No matter what your goals are, our deep, global investment expertise allows us to offer solutions that can help.

During our more than 70 years of experience, we’ve managed through all kinds of markets—up, down and those in between. We’re always preparing for what may come next. It’s because of this, combined with our strength as one of the world’s largest asset managers that we’ve earned the trust of millions of investors around the world.

 

Contents

 

 

 

Semiannual Report

  

Templeton Emerging Markets Income Fund

     2  

Performance Summary

     6  

Important Notice to Shareholders

     8  

Financial Highlights and Statement of Investments

     9  

Financial Statements

     18  

Notes to Financial Statements

     21  

Tax Information

     32  

Annual Meeting of Shareholders

     33  

Dividend Reinvestment and Cash Purchase Plan

     35  

Shareholder Information

     37  

 

   

Visit franklintempleton.com/investor/ investments-and-solutions/investment-

options/closed-end-funds/ for fund

  updates, to access your account, or to find helpful financial planning tools.
 

 

 

 

 

Not FDIC Insured  |  May Lose Value  |   No Bank Guarantee  

 

 

franklintempleton.com

 

 

Not part of the semiannual report      

 

 

    1


SEMIANNUAL REPORT

Templeton Emerging Markets Income Fund

 

Dear Shareholder:

This semiannual report for Templeton Emerging Markets Income Fund covers the period ended June 30, 2019.

Your Fund’s Goal and Main Investments

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

Performance Overview

For the six months under review, the Fund posted cumulative total returns of +10.57% based on market price and +4.07% 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 +10.60% 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 6.

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 markets began the six-month period on a positive note, significantly recovering from the heightened volatility in December 2018. Some of the strongest rallies in January were seen across emerging markets, notably in Latin America. Most global currencies initially strengthened against a broadly weaker U.S. dollar before the trends reversed in February, March, April and May. However, weakness in the U.S. dollar returned in June, resulting in positive appreciations for a number of currencies against the U.S. dollar over the full six-month period. Additionally, risk

 

Portfolio Composition*

Based on Total Net Assets as of 6/30/19

 

LOGO

*Figures represent the net Fund exposure and include certain derivatives held in the portfolio (or their underlying reference assets) and may not total 100% or may be negative due to rounding, use of any derivatives or other factors.

**Rounds to less than 0.1%.

***Includes U.S. and foreign government and agency securities, money market funds and net other assets less liabilities (including derivatives).

assets around the world largely rallied during the period as a whole despite intermittent periods of volatility, with credit spreads broadly tightening across much of the global fixed income markets.

The Federal Open Market Committee (FOMC) shifted its policy stance at its January 2019 meeting, keeping rates unchanged, but removing its prior statement that “some further gradual increases in the target range for the federal funds rate” would be warranted. By March, the U.S. Federal Reserve (Fed) dropped its projected rate hikes for 2019 to zero, from the previous projections for two. In June, the FOMC shifted forward guidance further into dovish territory, notably removing its prior statement on being “patient...on future adjustments” and replacing it with a declaration that it “will act as appropriate to sustain the expansion.” Fed Chair Jay Powell indicated that several FOMC members saw a strengthening case for rate cuts.

 

 

1. Source: Morningstar.

The index is unmanaged and includes reinvestment of any income or distributions. It does not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio.

See www.franklintempletondatasources.com for additional data provider information.

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 10.

 

     

 

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TEMPLETON EMERGING MARKETS INCOME FUND

    

 

 

In Europe, the European Central Bank (ECB) kept its policy rate unchanged at its January, March, April and June meetings, but moved increasingly into dovish territory throughout the period. ECB President Mario Draghi indicated the central bank was prepared to “use all the instruments in its toolbox” to support economic conditions and move inflation closer to its 2.0% target, specifically including the possibility for rate cuts and quantitative easing.

Geographic Composition*

Based on Total Net Assets as of 6/30/19

 

LOGO

*Figures represent the net Fund exposure and include certain derivatives held in the portfolio (or their underlying reference assets) and may not total 100% or may be negative due to rounding, use of any derivatives or other factors.

Trade tensions between the U.S. and China presented risks to economic continuity and market sentiment during the period. Negotiations appeared to deteriorate throughout May, but not to a point that we believed would trigger an imminent recession or require acute monetary accommodation. The impasse appeared to thaw at the end of June, as President Trump resumed trade talks with Chinese President Xi Jinping at the G20 summit in Osaka, Japan. Our baseline view was for trade agreements to be reached in the second half of 2019, though the tail risks for “no-deal” scenarios and ongoing tariff tensions remained elevated.

Sovereign bond yields around the world declined during the six-month period, with the yield on the 10-year U.S. Treasury (UST) note finishing 0.68% lower at 2.01%, its lowest level since November 2016, and the yield on the 10-year German Bund dropping 0.57% to finish at 0.33%, its lowest level on record. The UST yield curve inverted with the spread between three-month and 10-year USTs reaching a low of -0.25% in early June, its lowest level since 2007. In our view, markets were overvaluing longer-term USTs during the period and overstating the probabilities for a near-term contraction in the U.S. economy. The probability for slower growth in the second half of 2019 increased during the

period, but the likelihood for a recession still remained quite low, in our assessment.

On the whole, duration and credit exposures around the world rallied during the period. Additionally, a number of global currencies appreciated against a weakened U.S. dollar, with some notable exceptions including the euro, the Australian dollar, the Argentine peso and the Ghanaian cedi. Overall, long-duration exposures and select currency exposures across global fixed income markets were key drivers of investment returns during the period.

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.

Manager’s Discussion

During the period, we held duration exposures in select local-currency markets, notably including Brazil, Colombia, Ghana, India and Indonesia. We held short-term local-currency bonds in Mexico, Argentina, Thailand and Egypt. We also continued to hold a net-negative position in the euro, through currency forward contracts, as a macro hedge against a broadly strengthening U.S. dollar and as a directional view on the currency. We expected the euro to weaken based on rate differentials and growth divergence between Europe and the U.S. The ECB has shifted back toward ongoing stimulus with intentions to not raise rates above the 0% main refinancing rate through at least the first half of 2020. Our short euro position was also designed to hedge against eurosceptic political risks and unresolved structural risks across Europe. We also continued to hold net-negative positioning in the Australian dollar, also through currency forward contracts, based on the Reserve Bank of Australia’s continued rate accommodation, and as a partial hedge against potential trade risks and tail risks associated with China’s economy. The short Australian dollar position is intended to hedge broad-based beta risk across emerging markets. In May, we closed our net-negative position in the Japanese yen, formerly achieved through currency forward contracts, and transitioned toward a positive exposure to the yen, as our expectations shifted to a positive outlook for yen strength. We continued to hedge our exposure to the Indian rupee but maintained our position in the local-currency bonds. In credit markets, we continued to see areas of value in some specific sovereign credits. However, we largely preferred the risk-adjusted returns in specific areas of the

 

 

 

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    3


TEMPLETON EMERGING MARKETS INCOME FUND

    

 

 

local-currency bond markets over the more fully valued credit markets. We remained positioned for rising yields by maintaining low overall portfolio duration and holding negative duration exposure to USTs through interest-rate swaps. During the period, we used forward currency exchange contracts to actively manage currencies. We also used interest-rate swaps to tactically manage duration exposures.

Top 10 Countries

6/30/19

 

     % of Total
      Net Assets

Argentina

   12.0%

Brazil

   10.7%

Kenya

   7.8%

Indonesia

   6.0%

Senegal

   5.4%

Dominican Republic

   2.9%

Colombia

   2.9%

Costa Rica

   2.6%

United Republic of Tanzania

   2.0%

Ethiopia

   2.0%

 

 

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.

 

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 in exchange for another currency at a specific exchange rate on a future date. Currency forward contracts are privately traded in the interbank market, not on a centralized exchange.

 

What is an interest-rate swap?

An interest-rate swap is an agreement between two parties to exchange interest-rate payment obligations, generally one based on an interest rate fixed to maturity and the other based on an interest rate that changes in accordance with changes in a designated benchmark (for example, LIBOR, prime, commercial paper or other benchmarks).

During the period, the strategy’s positive absolute performance was primarily attributable to overall credit exposures and currency positions. Interest-rate strategies detracted from absolute return. Credit exposures in Latin

America and Africa contributed to absolute return. Among currencies, exposure to the Argentine peso detracted, while exposure to the Mexican peso contributed. The Fund maintained low overall portfolio duration, while holding duration exposures in select emerging markets. Select duration exposures in Latin America (Brazil) and Asia ex-Japan (Indonesia) contributed to absolute performance, while negative duration exposure to USTs detracted.

Currency Composition*

6/30/19

 

     % of Total  
     Net Assets  

 

 

Americas

     83.4%  

 

 

U.S. Dollar

     65.4%  

 

 

Brazilian Real

     10.7%  

 

 

Argentine Peso

     3.9%  

 

 

Colombian Peso

     2.9%  

 

 

Mexican Peso

     0.5%  

 

 

Asia Pacific

     19.3%  

 

 

Japanese Yen

     20.2%  

 

 

Indonesian Rupiah

     6.0%  

 

 

Thai Baht

     2.5%  

 

 

Indian Rupee

     0.6%  

 

 

Australian Dollar

     -10.0%  

 

 

Middle East & Africa

     5.1%  

 

 

Egyptian Pound

     3.4%  

 

 

Ghanaian Cedi

     1.7%  

 

 

South African Rand

     0.0% ** 

 

 

Europe

     -7.8%  

 

 

Euro

     -7.8%  

 

 

*Figures represent the net Fund exposure and include certain derivatives held in the portfolio (or their underlying reference assets) and may not total 100% or may be negative due to rounding, use of any derivatives or other factors.

**Rounds to less than 0.1%.

 

 

     

 

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TEMPLETON EMERGING MARKETS INCOME FUND

    

 

 

Thank you for your participation in Templeton Emerging Markets Income Fund. We look forward to serving your future investment needs.

 

LOGO   

LOGO

 

Michael Hasenstab Ph.D.

Lead Portfolio Manager

  
LOGO   

LOGO

 

Calvin Ho

Portfolio Manager

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of June 30, 2019, 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 representation 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 June 30, 2019

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. 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.

Performance as of 6/30/191

 

     Cumulative Total Return2       Average Annual Total Return2  
  

 

 

   

 

 

 
    
      Based on
NAV
 
3  
   
Based on
                market price
 
4 
   
                Based on
NAV
 
3  
   
Based on
                market price
 
4 

 

 
6-Month      +4.07%       +10.57%       +4.07%       +10.57%  

 

 
1-Year      +4.42%       +8.05%       +4.42%       +8.05%  

 

 
5-Year      +8.32%       +9.84%       +1.61%       +1.90%  

 

 
10-Year      +90.63%       +107.44%       +6.66%       +7.57%  

 

 

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

 

Distributions (1/1/19–6/30/19)

Net Investment

Income

$0.4111

 

     

 

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TEMPLETON EMERGING MARKETS INCOME FUND

PERFORMANCE SUMMARY

 

 

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 support 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. Sovereign debt securities are subject to various risks in addition to those relating to debt securities and foreign securities generally, including, but not limited to, the risk that a government entity may be unwilling or unable to pay interest and repay principal on its sovereign debt, or otherwise meet its obligations when due. The markets for particular securities or types of securities are or may become relatively illiquid. Reduced liquidity will have an adverse impact on the security’s value and on the Fund’s ability to sell such securities when necessary to meet the Fund’s liquidity needs or in response to a specific market event. Derivatives, including currency management strategies, involve costs and can create economic leverage in the portfolio that may result in significant volatility and cause the Fund to participate in losses (as well as enable gains) on an amount that exceeds the Fund’s initial investment. The Fund may not achieve the anticipated benefits and may realize losses when a counterparty fails to perform as promised. 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.

The Fund may invest in China Interbank bonds traded on the China Interbank Bond Market (“CIBM”) through the China – Hong Kong Bond Connect program (“Bond Connect”). In China, the Hong Kong Monetary Authority Central Money Markets Unit holds Bond Connect securities on behalf of ultimate investors (such as the Fund) in accounts maintained with a China-based custodian (either the China Central Depository & Clearing Co. or the Shanghai Clearing House). This recordkeeping system subjects the Fund to various risks, including the risk that the Fund may have a limited ability to enforce rights as a bondholder and the risks of settlement delays and counterparty default of the Hong Kong sub-custodian. In addition, enforcing the ownership rights of a beneficial holder of Bond Connect securities is untested and courts in China have limited experience in applying the concept of beneficial ownership. Bond Connect uses the trading infrastructure of both Hong Kong and China and is not available on trading holidays in Hong Kong. As a result, prices of securities purchased through Bond Connect may fluctuate at times when a Fund is unable to add to or exit its position. Securities offered through Bond Connect may lose their eligibility for trading through the program at any time. If Bond Connect securities lose their eligibility for trading through the program, they may be sold but can no longer be purchased through Bond Connect.

Bond Connect is subject to regulation by both Hong Kong and China and there can be no assurance that further regulations will not affect the availability of securities in the program, the frequency of redemptions or other limitations. Bond Connect trades are settled in Chinese currency, the renminbi (“RMB”). It cannot be guaranteed that investors will have timely access to a reliable supply of RMB in Hong Kong. Bond Connect is relatively new and its effects on the Chinese interbank bond market are uncertain. In addition, the trading, settlement and IT systems required for non-Chinese investors in Bond Connect are relatively new. In the event of systems malfunctions, trading via Bond Connect could be disrupted. In addition, the Bond Connect program may be subject to further interpretation and guidance. There can be no assurance as to the program’s continued existence or whether future developments regarding the program may restrict or adversely affect the Fund’s investments or returns. Finally, uncertainties in China tax rules governing taxation of income and gains from investments via Bond Connect could result in unexpected tax liabilities for a Fund.

The application and interpretation of the laws and regulations of Hong Kong and China, and the rules, policies or guidelines published or applied by relevant regulators and exchanges in respect of the Bond Connect program, are uncertain, and may have a detrimental effect on the Fund’s investments and returns.

1. The Fund has a fee waiver associated with any investment it makes in a Franklin Templeton money fund and/or other Franklin Templeton fund, contractually guaranteed through 2/29/20. Fund investment results reflect the fee waiver; without this waiver, the results would have been lower.

2. Total return calculations represent the cumulative and average annual changes in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.

3. Assumes reinvestment of distributions based on net asset value.

4. Assumes reinvestment of distributions based on the dividend reinvestment and cash purchase plan.

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

    

 

 

Important Notice to Shareholders

 

Share Repurchase Program

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.

Elimination of the Fundamental Investment Policy Requiring the Fund to Invest at Least 65% of its Total Assets in U.S. Dollar-Denominated Securities

At the Fund’s Annual Meeting of Shareholders held on May 30, 2019, shareholders approved a proposal to eliminate the Fund’s fundamental investment policy requiring the Fund to invest at least 65% of its total assets in U.S. dollar-denominated securities. The Fund will continue to invest in both hard and local currency-denominated securities, but with additional flexibility to invest in the local currency markets that the Fund’s portfolio managers believe offer the highest risk adjusted returns.

The Fund invests a portion of its assets in non-U.S. dollar denominated securities. As a result, the Fund is subject to currency and other risks associated with the investment in foreign currency-denominated securities, including currency fluctuations, economic instability and adverse political developments of countries where the Fund invests.

Investments in emerging market countries have additional heightened risks due to these markets’ smaller size and lesser liquidity and lack of established legal, political, business and social frameworks to support securities markets, 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.

Amended Fundamental Investment Restriction Regarding Investments in Commodities

At the Fund’s Annual Meeting of Shareholders held on May 30, 2019, shareholders approved a proposal to amend the Fund’s fundamental investment restriction regarding investments in commodities as follows: [The Fund may not:] Purchase or sell commodities, except to the extent permitted by the 1940 Act or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC.

Fund Use of Currency Options

For purposes of pursuing its investment goals, the Fund may use currency options as a hedging technique or to implement a currency investment strategy, which could expose a large amount of the Fund’s assets to obligations under these instruments. The Fund uses options to express macroeconomic and market views and to hedge foreign exchange and market risks on portfolio exposures, using the full suite of over-the-counter options products in strategies that both buy and sell options. The Fund is permitted to invest up to 25% of its net assets in currency options for hedging purposes and to invest up to 10% of its net assets in currency options for investment purposes. Additionally, the Fund is permitted to sell currency options up to 25% of its net assets.

Currency management strategies may substantially change the Fund’s exposure to currency exchange rates and could result in losses to the Fund if currencies do not perform as the investment manager expects. In addition, currency management strategies, to the extent that they reduce the Fund’s exposure to currency risks, may also reduce the Fund’s ability to benefit from favorable changes in currency exchange rates. Using currency management strategies for purposes other than hedging further increases the Fund’s exposure to foreign investment losses. Currency markets generally are not as regulated as securities markets. In addition, currency rates may fluctuate significantly over short periods of time, and can reduce returns.

 

 

     

 

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TEMPLETON EMERGING MARKETS INCOME FUND

    

 

 

Financial Highlights

 

     Six Months Ended
June 30, 2019
    Year Ended December 31,     Year Ended August 31,  
      (unaudited)     2018     2017     2016a     2016     2015     2014  

Per share operating performance

              

(for a share outstanding throughout the period)

              

Net asset value, beginning of period

     $10.93       $12.75       $12.17       $12.11       $12.00       $14.39       $14.58  

Income from investment operations:

              

Net investment incomeb

     0.37       0.83       0.85       0.25       0.77       0.93       1.02  

Net realized and unrealized gains (losses)

     0.08       (1.76     0.35       0.21       0.16       (2.18     0.18  

Total from investment operations

     0.45       (0.93     1.20       0.46       0.93       (1.25     1.20  

Less distributions from:

              

Net investment income and net foreign currency gains

     (0.41     (0.65     (0.62     (0.13     (0.40     (0.79     (1.19

Net realized gains

                       (0.03     (0.02     (0.35     (0.20

Tax return of capital

           (0.24           (0.24     (0.40            

Total distributions

     (0.41     (0.89     (0.62     (0.40     (0.82     (1.14     (1.39

Net asset value, end of period

     $10.97       $10.93       $12.75       $12.17       $12.11       $12.00       $14.39  

Market value, end of periodc

     $10.22       $  9.62       $11.17       $10.91       $11.03       $  9.97       $13.41  

Total return (based on market value per share)d

     10.57%       (6.26)%       8.11%       2.57%       19.78%       (17.94)%       6.83%  

Ratios to average net assetse

              

Expenses before waiver and payments by affiliates

     1.12%       1.17%       1.09%       1.09%       1.12%       1.10%       1.09%  

Expenses net of waiver and payments by affiliates

     1.06%       1.14% f       1.05% f       1.04% f       1.10%       1.09%       1.08%  

Net investment income

     6.79%       7.00%       6.60%       6.22%       6.56%       7.19%       7.03%  

Supplemental data

              

Net assets, end of period (000’s)

     $526,339       $524,451       $611,845       $584,135       $581,158       $576,069       $690,850  

Portfolio turnover rate

     12.23%       13.69%       13.46%       11.74%       27.98%       23.57%       28.67%  

aFor the period September 1, 2016 to December 31, 2016.

bBased on average daily shares outstanding.

cBased on the last sale on the New York Stock Exchange.

dTotal return is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

fBenefit of expense reduction rounds to less than 0.01%.

 

 

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

 

 

    9


TEMPLETON EMERGING MARKETS INCOME FUND

    

 

 

Statement of Investments, June 30, 2019 (unaudited)

 

           Shares/
Warrants
            Value  

     Common Stocks and Other Equity Interests 0.1%

         

      Mexico 0.0%

         

  a,b Corporacion GEO SAB de CV, B

       221,287        $  

  a,b Corporacion GEO SAB de CV, wts., 12/30/27

       346,196           
         

 

 

 
             
         

 

 

 

      South Africa 0.1%

         

a,b,c Edcon Holdings Ltd., F wts., 2/20/49

       4,375           

a,b,c Edcon Holdings Ltd., F1 wts., 2/20/49

       78,291,411           

a,b,c Edcon Holdings Ltd., F2 wts., 2/20/49

       6,340,039           

a,b,c K2016470219 South Africa Ltd., A

       93,760,463          66,552  

a,b,c K2016470219 South Africa Ltd., B

       161,018,517          114,293  

    a Platinum Group Metals Ltd.

       260,859          341,725  

  a,d Platinum Group Metals Ltd., 144A

       48,837          64,134  
         

 

 

 
            586,704  
         

 

 

 

      United Republic of Tanzania 0.0%

         

  a,b Swala (PAEM) Ltd., wts., 1/15/23

       662,500          98,799  
         

 

 

 

     Total Common Stocks and Other Equity Interests
(Cost $10,498,738)

            685,503  
         

 

 

 
      
Principal
Amount
 
    
    

 

 

      

     Convertible Bonds (Cost $4,000,000) 0.5%

         

      South Africa 0.5%

         

      Platinum Group Metals Ltd., cvt., 6.875%, 7/01/22

       4,000,000          2,911,600  
         

 

 

 

     Foreign Government and Agency Securities 57.4%

         

      Argentina 12.0%

         

      Argentina Treasury Bill,

         

  Strip, 4/30/20

       1,854,000       ARS        49,607  

  Strip, 7/31/20

       11,799,000       ARS        268,960  

      Argentine Bonos del Tesoro,

         

  18.20%, 10/03/21

       216,238,000       ARS        3,458,895  

  16.00%, 10/17/23

       96,102,000       ARS        1,627,924  

  senior note, 15.50%, 10/17/26

       354,647,000       ARS        5,843,230  

      Government of Argentina,

         

e FRN, 68.466%, (ARPP7DRR), 6/21/20

       16,421,000       ARS        376,747  

f Index Linked, 4.00%, 3/06/20

       3,174,000       ARS        102,425  

  senior bond, 7.125%, 7/06/36

       15,000,000          11,543,475  

  senior note, 4.50%, 2/13/20

       8,314,000          7,191,610  

  senior note, 7.50%, 4/22/26

       15,000,000          12,580,950  

  senior note, 6.875%, 1/26/27

       25,000,000          19,989,125  
         

 

 

 
              63,032,948  
         

 

 

 

      Brazil 10.7%

         

      Letra Tesouro Nacional,

         

  Strip, 7/01/20

       36,810 g       BRL        9,046,833  

  Strip, 7/01/21

       23,940 g       BRL        5,533,920  

 

     

 

10    

 

 

    Semiannual Report

 

 

franklintempleton.com


TEMPLETON EMERGING MARKETS INCOME FUND

STATEMENT OF INVESTMENTS (UNAUDITED)

 

 

          

Principal

Amount

 

             Value  

   Foreign Government and Agency Securities (continued)

         

    Brazil (continued)

         

    Nota do Tesouro Nacional,

         

10.00%, 1/01/21

       15,035 g       BRL      $ 4,128,046  

10.00%, 1/01/23

       411 g       BRL        117,615  

10.00%, 1/01/25

       13,416 g       BRL        3,941,020  

10.00%, 1/01/27

       102,927 g       BRL        30,742,126  

10.00%, 1/01/29

       8,440 g       BRL        2,560,694  
         

 

 

 
            56,070,254  
         

 

 

 

    Colombia 2.9%

         

    Government of Colombia,

         

senior bond, 7.75%, 4/14/21

       2,433,000,000       COP        792,486  

senior bond, 4.375%, 3/21/23

       164,000,000       COP        49,591  

senior bond, 9.85%, 6/28/27

       262,000,000       COP        102,901  

    Titulos de Tesoreria,

         

B, 7.75%, 9/18/30

       10,016,000,000       COP        3,512,303  

senior bond, B, 11.00%, 7/24/20

       1,655,000,000       COP        550,307  

senior bond, B, 7.00%, 5/04/22

       2,445,000,000       COP        802,881  

senior bond, B, 10.00%, 7/24/24

       4,932,000,000       COP        1,858,303  

senior bond, B, 7.50%, 8/26/26

       16,738,000,000       COP        5,772,006  

senior bond, B, 6.00%, 4/28/28

       3,627,000,000       COP        1,133,768  

senior note, B, 7.00%, 9/11/19

       1,585,000,000       COP        495,844  
         

 

 

 
              15,070,390  
         

 

 

 

    Croatia 1.5%

         

  d Government of Croatia, 144A, 6.75%, 11/05/19

       7,920,000          8,029,613  
         

 

 

 

    Dominican Republic 2.9%

         

  h Government of the Dominican Republic, senior bond, Reg S, 6.85%, 1/27/45

       14,000,000          15,356,880  
         

 

 

 

    El Salvador 0.5%

         

  d Government of El Salvador, 144A, 7.65%, 6/15/35

       2,650,000          2,770,562  
         

 

 

 

    Ethiopia 2.0%

         

  d Government of Ethiopia, 144A, 6.625%, 12/11/24

       10,000,000          10,444,000  
         

 

 

 

    Ghana 1.7%

         

    Ghana Treasury Note,

         

17.24%, 11/11/19

       50,000       GHS        9,185  

16.50%, 2/17/20

       1,950,000       GHS        354,832  

16.50%, 3/16/20

       490,000       GHS        88,957  

    Government of Ghana,

         

21.00%, 3/23/20

       481,000       GHS        89,863  

24.75%, 3/01/21

       350,000       GHS        69,330  

16.25%, 5/17/21

       8,220,000       GHS        1,445,812  

24.50%, 6/21/21

       5,670,000       GHS        1,132,382  

24.75%, 7/19/21

       7,080,000       GHS        1,422,500  

19.50%, 10/18/21

       5,917,000       GHS        1,089,540  

18.75%, 1/24/22

       540,000       GHS        98,037  

16.50%, 2/06/23

       6,750,000       GHS        1,148,756  

19.75%, 3/25/24

       360,000       GHS        67,232  

19.00%, 11/02/26

       2,930,000       GHS        530,961  

senior note, 21.50%, 3/09/20

       60,000       GHS        11,279  

 

 

franklintempleton.com

 

 

Semiannual Report      

 

 

    11


TEMPLETON EMERGING MARKETS INCOME FUND

STATEMENT OF INVESTMENTS (UNAUDITED)

 

 

          

Principal

Amount

 

             Value  

   Foreign Government and Agency Securities (continued)

         

    Ghana (continued)

         

    Government of Ghana, (continued)

         

senior note, 18.25%, 9/21/20

       2,210,000       GHS      $ 404,448  

senior note, 16.50%, 3/22/21

       170,000       GHS        30,106  

senior note, 18.25%, 7/25/22

       3,470,000       GHS        622,293  

senior note, 16.25%, 4/07/25

       1,660,000       GHS        270,395  
         

 

 

 
            8,885,908  
         

 

 

 

    India 1.2%

         

    Government of India,

         

senior bond, 7.80%, 5/03/20

       68,300,000       INR        1,004,728  

senior bond, 8.35%, 5/14/22

       20,200,000       INR        307,095  

senior note, 8.12%, 12/10/20

       51,300,000       INR        763,585  

senior note, 7.80%, 4/11/21

       91,600,000       INR        1,361,346  

senior note, 7.16%, 5/20/23

       12,700,000       INR        186,868  

senior note, 8.83%, 11/25/23

       171,200,000       INR        2,679,783  
         

 

 

 
            6,303,405  
         

 

 

 

    Indonesia 6.0%

         

    Government of Indonesia,

         

senior bond, FR31, 11.00%, 11/15/20

       134,139,000,000       IDR        10,066,475  

senior bond, FR36, 11.50%, 9/15/19

       40,000,000,000       IDR        2,867,880  

senior bond, FR39, 11.75%, 8/15/23

       1,780,000,000       IDR        147,597  

senior bond, FR40, 11.00%, 9/15/25

       58,140,000,000       IDR        4,902,650  

senior bond, FR42, 10.25%, 7/15/27

       2,368,000,000       IDR        195,424  

senior bond, FR44, 10.00%, 9/15/24

       1,066,000,000       IDR        85,053  

senior bond, FR46, 9.50%, 7/15/23

       80,000,000,000       IDR        6,171,792  

senior bond, FR53, 8.25%, 7/15/21

       6,465,000,000       IDR        471,118  

senior bond, FR56, 8.375%, 9/15/26

       70,379,000,000       IDR        5,297,540  

senior bond, FR61, 7.00%, 5/15/22

       5,185,000,000       IDR        369,749  

senior bond, FR63, 5.625%, 5/15/23

       3,071,000,000       IDR        209,378  

senior bond, FR70, 8.375%, 3/15/24

       8,448,000,000       IDR        634,101  
         

 

 

 
            31,418,757  
         

 

 

 

    Kenya 7.8%

         

    Government of Kenya,

         

  d senior note, 144A, 6.875%, 6/24/24

       30,813,000          32,867,919  

  h senior note, Reg S, 6.875%, 6/24/24

       7,700,000          8,213,513  
         

 

 

 
            41,081,432  
         

 

 

 

    Mexico 0.4%

         

    Government of Mexico,

         

senior bond, M, 6.50%, 6/09/22

       60,900 i       MXN        309,485  

senior note, M, 5.00%, 12/11/19

       263,200 i       MXN        1,352,094  

senior note, M, 7.25%, 12/09/21

       58,300 i       MXN        302,464  
         

 

 

 
            1,964,043  
         

 

 

 

    Senegal 5.4%

         

  d Government of Senegal, 144A, 6.25%, 7/30/24

       26,680,000            28,663,124  
         

 

 

 

    Serbia 1.2%

         

  d Government of Serbia, senior note, 144A, 7.25%, 9/28/21

       5,671,000          6,220,917  
         

 

 

 

 

     

 

12    

 

 

    Semiannual Report

 

 

franklintempleton.com


TEMPLETON EMERGING MARKETS INCOME FUND

STATEMENT OF INVESTMENTS (UNAUDITED)

 

 

                       

Principal

Amount

 

             Value  

   Foreign Government and Agency Securities (continued)

            

    Thailand 1.2%

            

    Bank of Thailand Bond, senior note, 1.95%, 11/26/20

          201,000,000       THB      $ 6,568,685  
            

 

 

 

   Total Foreign Government and Agency Securities
  (Cost $330,513,690)

               301,880,918  
            

 

 

 

   Quasi-Sovereign and Corporate Bonds 5.0%

            

    Bermuda 0.2%

            

d,j Digicel Group Two Ltd., senior note, 144A, PIK, 9.125%, 4/01/24

          3,314,117          795,388  
            

 

 

 

    Costa Rica 2.6%

            

b,c Reventazon Finance Trust, secured bond, first lien, 144A, 8.00%, 11/15/33

          13,360,320          13,751,180  
            

 

 

 

    South Africa 0.2%

            

c,j K2016470219 South Africa Ltd.,

            

  b senior secured note, 144A, PIK, 3.00%, 12/31/22

          7,430,880          9,288  

senior secured note, 144A, PIK, 8.00%, 12/31/22

          2,280,924       EUR        25,931  

c,j K2016470260 South Africa Ltd., senior secured note, 144A, PIK, 25.00%, 12/31/22

          30,468,855          914,066  
            

 

 

 
               949,285  
            

 

 

 

    United Republic of Tanzania 2.0%

            

b,c Swala (PAEM) Ltd., senior note, 144A, 14.50% to 1/15/21, 16.00% to 7/15/21, 17.50% to   1/15/22, 19.00% to 7/15/22, 20.50% thereafter, 1/15/23

          12,500,000          10,627,532  
            

 

 

 

   Total Quasi-Sovereign and Corporate Bonds
  (Cost $60,723,397)

               26,123,385  
            

 

 

 
    
Number of
Contracts
 
 
      
Notional
Amount
 
    
  

 

 

      

 

 

      

   Options Purchased (Cost $62) 0.0%

            

    Puts - Over-the-Counter

            

    Currency Options 0.0%

            

    AUD/USD, Counterparty MSCO, November Strike Price $0.67, Expires 11/14/19

     1          7,000       AUD        20  
            

 

 

 

   Total Investments before Short Term Investments
  (Cost $405,735,887)

               331,601,426  
            

 

 

 
         
Principal
Amount
 
    
       

 

 

      

   Short Term Investments 33.4%

            

    Foreign Government and Agency Securities 6.2%

            

    Argentina 1.6%

            

  k Argentina Treasury Bill, 7/19/19 - 2/28/20

          279,178,600       ARS        8,290,269  
            

 

 

 

    Egypt 3.2%

            

  k Egypt Treasury Bill,

            

7/02/19 - 9/03/19

          181,000,000       EGP        10,603,530  

9/17/19

          111,500,000       EGP        6,429,878  
            

 

 

 
               17,033,408  
            

 

 

 

    Mexico 0.2%

            

  k Mexico Treasury Bill, 7/04/19

          1,556,530 l       MXN        809,231  
            

 

 

 

 

 

franklintempleton.com

 

 

Semiannual Report      

 

 

    13


TEMPLETON EMERGING MARKETS INCOME FUND

STATEMENT OF INVESTMENTS (UNAUDITED)

 

 

                       

Principal

Amount

 

             Value  

    Short Term Investments (continued)

            

      Foreign Government and Agency Securities (continued)

            

      Thailand 1.2%

            

      Bank of Thailand Bond, senior note, 1.77%, 3/27/20

          201,000,000       THB      $ 6,550,740  
            

 

 

 

    Total Foreign Government and Agency Securities
  (Cost $33,534,414)

               32,683,648  
            

 

 

 

     U.S. Government and Agency Securities (Cost $49,661,473) 9.5%

            

     United States 9.5%

            

   k U.S. Treasury Bill, 10/10/19

          50,000,000          49,708,047  
            

 

 

 

    Total Investments before Money Market Funds
  (Cost $488,931,774)

               413,993,121  
            

 

 

 
          Shares       
       

 

 

      

     Money Market Funds (Cost $93,212,580) 17.7%

            

     United States 17.7%

            

m,n Institutional Fiduciary Trust Money Market Portfolio, 2.05%

          93,212,580          93,212,580  
            

 

 

 

    Total Investments (Cost $582,144,354) 96.4%

               507,205,701  

    Options Written (0.0)%

               (36

    Other Assets, less Liabilities 3.6%

               19,133,569  
            

 

 

 

    Net Assets 100.0%

             $ 526,339,234  
            

 

 

 
    
Number of
Contracts
 
 
      
Notional
Amount
 
    
  

 

 

      

 

 

      

  o Options Written (Premiums received $52) (0.0)%

            

      Calls - Over-the-Counter

            

      Currency Options (0.0)%

            

      AUD/USD, Counterparty MSCO, November Strike Price $0.72, Expires 11/14/19

     1          7,000       AUD        (36
            

 

 

 

 

     

 

14    

 

 

    Semiannual Report

 

 

franklintempleton.com


TEMPLETON EMERGING MARKETS INCOME FUND

STATEMENT OF INVESTMENTS (UNAUDITED)

 

 

Rounds to less than 0.1% of net assets.

*The principal/notional amount is stated in U.S. dollars unless otherwise indicated.

aNon-income producing.

bFair valued using significant unobservable inputs. See Note 11 regarding fair value measurements.

cSee Note 9 regarding restricted securities.

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 June 30, 2019, the aggregate value of these securities was $89,855,657, representing 17.1% of net assets.

eThe coupon rate shown represents the rate at period end.

fRedemption price at maturity and coupon payment are adjusted for inflation. See Note 1(e).

gPrincipal amount is stated in 1,000 Brazilian Real Units.

hSecurity 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 June 30, 2019, the aggregate value of these securities was $23,570,393, representing 4.5% of net assets.

iPrincipal amount is stated in 100 Mexican Peso Units.

jIncome may be received in additional securities and/or cash.

kThe security was issued on a discount basis with no stated coupon rate.

lPrincipal amount is stated in 10 Mexican Peso Units.

mSee Note 3(c) regarding investments in affiliated management investment companies.

nThe rate shown is the annualized seven-day effective yield at period end.

oSee Note 1(c) regarding written options.

At June 30, 2019, the Fund had the following forward exchange contracts outstanding. See Note 1(c).

Forward Exchange Contracts

 

Currency   Counterpartya     Type   Quantity     Contract 
Amount*
        Settlement
Date
    Unrealized
Appreciation
    Unrealized
Depreciation
 

 

 

OTC Forward Exchange Contracts

             

Indian Rupee

  HSBK    Sell     36,936,738       524,178          7/11/19       $            —       $        (10,601

Australian Dollar

  JPHQ    Sell     3,675,250       2,629,421          7/15/19       47,997        

Indian Rupee

  CITI    Sell     24,625,000       348,675          7/15/19             (7,663

Indian Rupee

  HSBK    Sell     30,308,000       421,402          7/22/19             (16,764

Euro

  DBAB    Sell     673,503       767,133          7/23/19             (185

Euro

  BZWS    Sell     1,273,708       1,430,654          7/31/19             (21,444

Mexican Peso

  HSBK    Buy       600,000,000       30,681,121          7/31/19       388,562        

Mexican Peso

  HSBK    Sell     600,000,000       30,517,268          7/31/19             (552,415

Indian Rupee

  HSBK    Sell     23,285,000       333,333          8/14/19             (2,237

Indian Rupee

  JPHQ    Sell     16,418,000       230,465          8/20/19             (5,944

Euro

  JPHQ    Sell     565,000       635,374          8/21/19             (9,833

Euro

  SCNY    Sell     413,000       464,927          8/21/19             (6,702

Japanese Yen

  HSBK    Buy     197,218,080       1,834,815          9/06/19       4,010        

Japanese Yen

  JPHQ    Buy     169,438,180       1,578,034          9/06/19       1,777        

Indian Rupee

  HSBK    Sell     23,262,080       329,048          9/11/19             (4,937

Australian Dollar

  JPHQ    Sell     8,080,000       607,929,448      JPY     9/12/19             (14,444

Indian Rupee

  CITI    Sell     18,789,000       267,707          9/16/19             (1,882

Indian Rupee

  HSBK    Sell     11,672,385       166,226          9/16/19             (1,252

Indian Rupee

  JPHQ    Sell     30,628,000       434,872          9/18/19             (4,473

Euro

  GSCO    Sell     407,626       470,062          9/23/19       3,431        

Euro

  JPHQ    Sell     565,000       641,541          9/25/19             (5,340

Euro

  BZWS    Sell     636,854       730,723          9/30/19       1,297        

Euro

  SCNY    Sell     182,974       208,981          9/30/19             (591

Australian Dollar

  JPHQ    Sell     3,675,250       2,637,690          10/11/19       50,052        

Australian Dollar

  CITI    Sell     3,276,008       2,347,784          10/15/19       41,032        

 

 

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Semiannual Report      

 

 

    15


TEMPLETON EMERGING MARKETS INCOME FUND

STATEMENT OF INVESTMENTS (UNAUDITED)

 

 

Forward Exchange Contracts (continued)

 

Currency   Counterpartya     Type   Quantity     Contract 
Amount*
        Settlement
Date
    Unrealized
Appreciation
    Unrealized
Depreciation
 

 

 

OTC Forward Exchange Contracts (continued)

           

Australian Dollar

  JPHQ    Sell     3,675,250       2,634,291          10/15/19       $    46,418       $                —  

Euro

  DBAB    Sell     3,298,550       3,770,737          10/15/19             (11,675

Euro

  GSCO    Sell     1,220,012       1,394,827          10/15/19             (4,147

Euro

  HSBK    Sell     826,000       948,355          10/16/19       1,117        

Japanese Yen

  HSBK    Buy     730,262,850       6,807,530          10/21/19       24,331        

Japanese Yen

  JPHQ    Buy     460,087,800       4,285,666          10/21/19       18,614        

Euro

  GSCO    Sell     407,725       467,803          10/23/19             (20

Euro

  UBSW    Sell     2,688,465       3,088,455          10/23/19       3,710        

Euro

  DBAB    Sell     1,506,000       1,719,250          10/24/19             (8,869

Euro

  UBSW    Sell     907,070       1,041,675          10/24/19       822        

Euro

  DBAB    Sell     673,497       766,682          10/25/19             (6,208

Euro

  BOFA    Sell     802,498       908,067          10/29/19             (13,148

Euro

  SCNY    Sell     179,416       203,027          10/29/19             (2,930

Euro

  DBAB    Sell     2,265,071       2,564,060          10/30/19             (36,293

Euro

  BOFA    Sell     802,498       907,409          10/31/19             (13,949

Euro

  CITI    Sell     358,630       406,077          11/04/19             (5,798

Australian Dollar

  CITI    Sell     3,264,496       2,284,494          11/13/19             (15,664

Australian Dollar

  JPHQ    Sell     3,675,250       2,575,523          11/13/19             (14,051

Australian Dollar

  CITI    Sell     3,264,496       2,286,779          11/15/19             (13,483

Euro

  BOFA    Sell     3,358,713       3,811,669          11/20/19             (50,498

Euro

  JPHQ    Sell     565,000       641,572          11/20/19             (8,119

Euro

  GSCO    Sell     407,626       462,309          11/21/19             (6,454

Euro

  JPHQ    Sell     565,000       640,083          11/21/19             (9,658

Euro

  UBSW    Sell     2,688,465       3,046,945          11/21/19             (44,748

Australian Dollar

  BOFA    Sell     1,753,000       1,220,947          11/29/19             (14,662

Euro

  BZWS    Sell     636,854       720,091          11/29/19             (12,737

Euro

  DBAB    Sell     2,265,961       2,562,292          11/29/19             (45,148

Euro

  MSCO    Sell     907,070       1,025,914          11/29/19             (17,851

Euro

  SCNY    Sell     628,500       713,712          12/05/19             (9,840

Japanese Yen

  JPHQ    Buy     163,844,050       1,535,484          12/05/19       2,792        

Japanese Yen

  HSBK    Buy     503,232,890       4,718,142          12/06/19       6,916        

Japanese Yen

  JPHQ    Buy     170,445,190       1,597,747          12/06/19       2,632        

Australian Dollar

  HSBK    Sell     3,200,000       239,555,200      JPY     12/12/19             (5,848

Australian Dollar

  HSBK    Sell     9,140,000       686,322,600      JPY     12/12/19       2,957        

Australian Dollar

  JPHQ    Sell     5,590,000       418,993,419      JPY     12/12/19             (5,328

Euro

  BOFA    Sell     1,679,357       1,914,467          12/18/19             (20,825

Euro

  DBAB    Sell     359,450       409,629          12/18/19             (4,601

Euro

  GSCO    Sell     1,220,012       1,389,350          12/18/19             (16,593

Japanese Yen

  HSBK    Buy     758,744,000       7,080,960          12/19/19       50,533        

Japanese Yen

  JPHQ    Buy     372,707,260       3,480,175          12/20/19       23,207        

Japanese Yen

  HSBK    Buy     197,218,070       1,858,941          3/06/20       3,667        

Japanese Yen

  JPHQ    Buy     187,307,730       1,767,439          3/06/20       1,573        

Australian Dollar

  JPHQ    Sell     7,290,000       544,020,332      JPY     3/12/20             (9,204

Australian Dollar

  HSBK    Sell     3,130,000       232,717,065      JPY     3/13/20             (11,995

Japanese Yen

  HSBK    Buy     1,099,961,580       10,352,232          3/23/20       46,927        

Japanese Yen

  JPHQ    Buy     744,613,260       7,002,284          3/23/20       37,372        

Japanese Yen

  JPHQ    Buy     193,258,450       1,834,667          3/24/20             (7,469

Japanese Yen

  HSBK    Buy     197,218,080       1,869,727          6/08/20       3,528        

 

     

 

16    

 

 

    Semiannual Report

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

STATEMENT OF INVESTMENTS (UNAUDITED)

 

 

Forward Exchange Contracts (continued)

 

Currency   Counterpartya     Type   Quantity     Contract 
Amount*
        Settlement
Date
    Unrealized
Appreciation
    Unrealized
Depreciation
 

 

 

OTC Forward Exchange Contracts (continued)

             

Japanese Yen

  JPHQ    Buy     187,307,730       1,777,840          6/08/20       $      1,283       $                —  

Australian Dollar

  HSBK    Sell     3,200,000       237,259,200      JPY     6/12/20             (9,510

Australian Dollar

  JPHQ    Sell     8,720,000       646,787,841      JPY     6/12/20             (23,479

Japanese Yen

  JPHQ    Buy     372,707,250       3,524,355          6/22/20       18,782        

Japanese Yen

  BNDP    Buy       941,868,550       8,995,954          6/24/20             (41,000
             

 

 

 

Total Forward Exchange Contracts

              $  835,339       $  (1,188,509
             

 

 

 

Net unrealized appreciation (depreciation)

                $     (353,170
               

 

 

 

*In U.S. dollars unless otherwise indicated.

aMay be comprised of multiple contracts with the same counterparty, currency and settlement date.

At June 30, 2019, the Fund had the following interest rate swap contracts outstanding. See Note 1(c).

Interest Rate Swap Contracts

 

Description    Payment
Frequency
     Maturity
Date
     Notional
Amount
     Value/
Unrealized
Appreciation
(Depreciation)
 

 

 

Centrally Cleared Swap Contracts

           

Receive Floating 3-month USD LIBOR

     Quarterly           

  Pay Fixed 2.31%

     Semi-Annual        7/29/25      $ 53,095,000          $ (1,828,299

Receive Floating 3-month USD LIBOR

     Quarterly           

  Pay Fixed 2.432%

     Semi-Annual        3/03/27        18,500,000        (857,342

Receive Floating 3-month USD LIBOR

     Quarterly           

  Pay Fixed 2.568%

     Semi-Annual        3/13/27        8,500,000        (481,332

Receive Floating 3-month USD LIBOR

     Quarterly           

  Pay Fixed 2.383%

     Semi-Annual        4/03/27        8,400,000        (305,353

Receive Floating 3-month USD LIBOR

     Quarterly           

  Pay Fixed 2.752%

     Semi-Annual        7/29/45        39,530,000        (4,684,041

Receive Floating 3-month USD LIBOR

     Quarterly           

  Pay Fixed 2.98%

     Semi-Annual        2/20/48        6,230,000        (1,096,331

Receive Floating 3-month USD LIBOR

     Quarterly           

  Pay Fixed 3.002%

     Semi-Annual        2/22/48        6,230,000        (1,127,286

Receive Floating 3-month USD LIBOR

     Quarterly           

  Pay Fixed 3.019%

     Semi-Annual        2/23/48        6,230,000        (1,149,747
           

 

 

 

Total Interest Rate Swap Contracts

                $ (11,529,731
           

 

 

 

 

See Note 10 regarding other derivative information.

See Abbreviations on page 31.

 

 

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    17


TEMPLETON EMERGING MARKETS INCOME FUND

FINANCIAL STATEMENTS

    

 

 

Statement of Assets and Liabilities

June 30, 2019 (unaudited)

 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

       $ 488,931,774  

Cost - Non-controlled affiliates (Note 3c)

     93,212,580  
  

 

 

 

Value - Unaffiliated issuers

       $ 413,993,121  

Value - Non-controlled affiliates (Note 3c)

     93,212,580  

Foreign currency, at value (cost $2,038,496)

     2,038,970  

Receivables:

  

Investment securities sold

     137,136  

Interest

     8,771,935  

Deposits with brokers for:

  

OTC derivative contracts

     260,000  

Centrally cleared swap contracts

     8,830,901  

Variation margin on centrally cleared swap contracts

     338,775  

Unrealized appreciation on OTC forward exchange contracts

     835,339  
  

 

 

 

Total assets

     528,418,757  
  

 

 

 

Liabilities:

  

Payables:

  

Management fees

     406,232  

Trustees’ fees and expenses

     2,411  

Options written, at value (premiums received $52)

     36  

Unrealized depreciation on OTC forward exchange contracts

     1,188,509  

Deferred tax

     378,131  

Accrued expenses and other liabilities

     104,204  
  

 

 

 

Total liabilities

     2,079,523  
  

 

 

 

Net assets, at value

       $ 526,339,234  
  

 

 

 

Net assets consist of:

  

Paid-in capital

       $ 636,566,347  

Total distributable earnings (loss)

     (110,227,113
  

 

 

 

Net assets, at value

       $ 526,339,234  
  

 

 

 

Shares outstanding

     47,998,418  
  

 

 

 

Net asset value per share

     $10.97  
  

 

 

 

 

     

 

18    

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

FINANCIAL STATEMENTS

 

 

Statement of Operations

for the six months ended June 30, 2019 (unaudited)

 

Investment income:

  

Dividends:

  

Non-controlled affiliates (Note 3c)

     $ 870,654  

Interest: (net of foreign taxes)~

  

Unaffiliated issuers

     19,806,100  
  

 

 

 

Total investment income

     20,676,754  
  

 

 

 

Expenses:

  

Management fees (Note 3a)

     2,632,817  

Transfer agent fees

     60,170  

Custodian fees (Note 4)

     64,875  

Reports to shareholders

     23,175  

Registration and filing fees

     25,147  

Professional fees

     58,713  

Trustees’ fees and expenses

     42,903  

Other

     42,794  
  

 

 

 

Total expenses

     2,950,594  

Expenses waived/paid by affiliates (Note 3c)

     (146,523
  

 

 

 

Net expenses

     2,804,071  
  

 

 

 

Net investment income

     17,872,683  
  

 

 

 

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments:#

  

Unaffiliated issuers

     1,080,749  

Written options

     127  

Foreign currency transactions

     (170,527

Forward exchange contracts

     4,559,174  

Swap contracts

     90,831  
  

 

 

 

Net realized gain (loss)

     5,560,354  
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments:

  

Unaffiliated issuers

     9,687,892  

Translation of other assets and liabilities denominated in foreign currencies

     47,628  

Forward exchange contracts

     581,701  

Written options

     16  

Swap contracts

     (12,209,312

Change in deferred taxes on unrealized appreciation

     79,508  
  

 

 

 

Net change in unrealized appreciation (depreciation)

     (1,812,567
  

 

 

 

Net realized and unrealized gain (loss)

     3,747,787  
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     $ 21,620,470  
  

 

 

 

 

~Foreign taxes withheld on interest

   $        84,826  

#Net of foreign taxes

   $      299,738  

 

 

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    19


TEMPLETON EMERGING MARKETS INCOME FUND

FINANCIAL STATEMENTS

 

 

Statements of Changes in Net Assets

 

     Six Months Ended
June 30, 2019
(unaudited)
    Year Ended
December 31, 2018
 

 

 

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

     $  17,872,683       $  39,713,944  

Net realized gain (loss)

     5,560,354       (9,757,156

Net change in unrealized appreciation (depreciation)

     (1,812,567     (74,560,092
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     21,620,470       (44,603,304
  

 

 

 

Distributions to shareholders

     (19,732,149     (31,429,601

Distributions to shareholders from tax return of capital

           (11,360,989
  

 

 

 

Total distributions to shareholders

     (19,732,149     (42,790,590
  

 

 

 

Net increase (decrease) in net assets

     1,888,321       (87,393,894

Net assets:

    

Beginning of period

     524,450,913       611,844,807  
  

 

 

 

End of period

     $526,339,234       $524,450,913  
  

 

 

 

 

     

 

20    

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

    

 

 

Notes to Financial Statements (unaudited)

 

1.  Organization and Significant Accounting Policies

Templeton Emerging Markets Income Fund (Fund) is registered under the Investment Company Act of 1940 (1940 Act) as a closed-end management investment company and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP).

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 each business day as of 4 p.m. Eastern time or the regularly scheduled close of the New York Stock Exchange (NYSE), whichever is earlier. 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 Committee (VC). The Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.

Debt securities generally trade in the 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 4 p.m. Eastern time on the date that the values of the foreign debt securities are determined.

Investments in open-end mutual funds are valued at the closing NAV.

Certain derivative financial instruments are centrally cleared or 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 Fund 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.

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before 4 p.m. Eastern time. In addition, trading in certain foreign markets may not take place on every Fund’s business day. Occasionally, events occur between the time at which trading in a foreign security is completed and 4 p.m. Eastern time that might call

 

 

 

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    21


TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

1.  Organization and Significant Accounting

Policies (continued)

a.  Financial Instrument Valuation (continued)

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 4 p.m. Eastern time. In order to minimize the potential for these differences, the VC monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.

When the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the Fund’s NAV is not calculated, 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 in 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 derivative financial instruments 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 in 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 counterparties. These agreements contain various provisions, including but not limited to collateral requirements, events of default, or early termination. Termination events applicable to the counterparty include certain deteriorations in the credit

 

 

     

 

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

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 counterparty 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 June 30, 2019, the Fund had OTC derivatives in a net liability position of $488,327 and the aggregate value of collateral pledged for such contracts was $260,000.

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 counterparty the next business day, or 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. To the extent that the amounts due to the Fund from its counterparties are not subject to collateralization or are not fully collateralized, the Fund bears the risk of loss from counterparty non-performance.

At June 30, 2019, the Fund received $299,429 in U.S. Treasury Bills, Bonds and Notes as collateral for derivatives.

 

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 in 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.

The Fund purchased or wrote OTC option contracts primarily to manage and/or gain exposure to foreign exchange rate risk. An option is a contract entitling the holder to purchase or sell a specific amount of shares or units of an asset or notional amount of a swap (swaption), at a specified price. When an option is purchased or written, an amount equal to the premium paid or received is recorded as an asset or liability, respectively. Upon exercise of an option, the acquisition cost or sales proceeds of the underlying investment is adjusted by any premium received or paid. Upon expiration of an option, any premium received or paid is recorded as a realized gain or loss. Upon closing an option other than through expiration or exercise, the difference between the premium received or paid and the cost to close the position is recorded as a realized gain or loss.

The Fund invests in value recovery instruments (VRI) primarily to gain exposure to economic growth. Periodic payments from VRI are dependent on established benchmarks for underlying variables. VRI has a notional amount, which is used to calculate amounts of payments to holders. Payments are recorded upon receipt as realized

 

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

1.  Organization and Significant Accounting

Policies (continued)

c.  Derivative Financial Instruments (continued)

gains in the Statement of Operations. The risks of investing in VRI include growth risk, liquidity, and the potential loss of investment.

See Note 10 regarding other derivative information.

d.  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 may recognize an income tax liability related to its uncertain tax positions under U.S. GAAP when the uncertain tax position has a less than 50% probability that it will be sustained upon examination by the tax authorities based on its technical merits. As of June 30, 2019, the Fund has determined that no tax liability is required in its financial statements related to uncertain tax positions for any open tax years (or expected to be taken in future tax years). Open tax years are those that remain subject to examination and are based on the statute of limitations in each jurisdiction in which the Fund invests.

e.  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. Distributable earnings are determined according to income tax regulations (tax basis) and may differ from earnings recorded in accordance with U.S. GAAP. 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 interest income in the Statement of Operations.

f.  Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP 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.

g.  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.

 

 

     

 

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

2.  Shares of Beneficial Interest

At June 30, 2019, there were an unlimited number of shares authorized (without par value). During the period ended June 30, 2019 and year ended December 31, 2018, there were no shares issued; all reinvested distributions were satisfied with previously issued shares purchased in the open market.

Under the Board approved open-market share repurchase program, the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. Since the inception of the program, the Fund has repurchased a total of 610,500 shares. During the period ended June 30, 2019 and year ended December 31, 2018, there were no shares repurchased.

3.  Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton. 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.

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

3.  Transactions with Affiliates (continued)

 

c.  Investments in Affiliated Management Investment Companies

The Fund invests in one or more affiliated management investment companies for purposes other than exercising a controlling influence over the management or policies. Management fees paid by the Fund are waived on assets invested in the affiliated management investment companies, as noted in the Statement of Operations, in an amount not to exceed the management and administrative fees paid directly or indirectly by each affiliate. During the period ended June 30, 2019, the Fund held investments in affiliated management investment companies as follows:

 

    

Value at
Beginning

of Period

     Purchases      Sales     Realized
Gain (Loss)
     Net Change in
Unrealized
Appreciation
(Depreciation)
    

Value at

End of

Period

    

Number of
Shares

Held at End
of Period

     Dividend
Income
 

 

 

Non-Controlled Affiliates

                      

Institutional Fiduciary Trust Money Market Portfolio, 2.05%

     $67,920,235        $109,288,445        $(83,996,100     $    —        $    —        $93,212,580        93,212,580        $870,654  
  

 

 

       

 

 

 

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 period ended June 30, 2019, there were no credits earned.

5.  Income Taxes

For tax purposes, capital losses may be carried over to offset future capital gains.

At December 31, 2018, the capital loss carryforwards were as follows:

 

Capital loss carryforwards not subject to expiration:

  

Short term

     146,740  

Long term

     7,893,867  
  

 

 

 

Total capital loss carryforwards

     $8,040,607  
  

 

 

 

At June 30, 2019, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

 

Cost of investments

     $ 602,972,023   
  

 

 

 

Unrealized appreciation

     $ 20,340,212   

Unrealized depreciation

     (127,129,570)  
  

 

 

 

Net unrealized appreciation (depreciation)

     $ (106,789,358)  
  

 

 

 

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

 

     

 

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

6.  Investment Transactions

Purchases and sales of investments (excluding short term securities) for the period ended June 30, 2019, aggregated $42,784,875 and $84,000,842, respectively.

7.  Credit Risk

At June 30, 2019, the Fund had 56.6% of its portfolio invested in high yield or other securities rated below investment grade and unrated securities, if any. 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.

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. Current political and financial uncertainty surrounding the European Union may increase market volatility and the economic risk of investing in securities in Europe. 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). 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.

At June 30, 2019, investments in restricted securities, excluding securities exempt from registration under the 1933 Act deemed to be liquid, were as follows:

 

Principal                                
Amount*/                                
Shares/               Acquisition                
Warrants          Issuer    Date      Cost      Value  

 

 

 
  4,375       

Edcon Holdings Ltd., F wts., 2/20/49

     11/27/15      $ 46      $  
  78,291,411       

Edcon Holdings Ltd., F1 wts., 2/20/49

     11/27/15        829,537         
  6,340,039       

Edcon Holdings Ltd., F2 wts., 2/20/49

     11/27/15        67,176         
  93,760,463       

K2016470219 South Africa Ltd., A

     5/10/11 - 2/01/17        538,947        66,552  
  161,018,517       

K2016470219 South Africa Ltd., B

     5/10/11 - 2/01/17        119,550        114,293  
  7,430,880       

K2016470219 South Africa Ltd., senior secured note, 144A, PIK, 3.00%, 12/31/22

     2/01/17 - 6/30/19        8,479,567        9,288  
  2,280,924     EUR   

K2016470219 South Africa Ltd., senior secured note, 144A, PIK, 8.00%, 12/31/22

     2/01/17 - 6/30/19        1,412,805        25,931  
  30,468,855       

K2016470260 South Africa Ltd., senior secured note, 144A, PIK, 25.00%, 12/31/22

     2/01/17 - 6/30/19        23,365,968        914,066  
  13,360,320       

Reventazon Finance Trust, secured bond, first lien, 144A,
8.00%, 11/15/33

     12/18/13        13,360,320        13,751,180  
  12,500,000     a    

Swala (PAEM) Ltd., senior note, 144A, 14.50% to 1/15/21, 16.00% to 7/15/21, 17.50% to 1/15/22, 19.00% to 7/15/22, 20.50% thereafter, 1/15/23

     1/15/18        12,500,000        10,627,532  
          

 

 

 

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

9.  Restricted Securities (continued)

 

Principal                                
Amount*/                                
Shares/               Acquisition                
Warrants          Issuer    Date      Cost      Value  

 

 

 
    

Total Restricted Securities (Value is 4.8% of Net Assets)

        $ 60,673,916      $ 25,508,842  
          

 

 

 

aThe Fund also invests in unrestricted securities of the issuer, valued at $98,799 as of June 30, 2019.

* In U.S. dollars unless otherwise indicated.

10.  Other Derivative Information

At June 30, 2019, investments in derivative contracts are reflected in the Statement of Assets and Liabilities as follows:

 

     Asset Derivatives     Liability Derivatives  
  

 

   

 

 
Derivative Contracts    Statement of          Statement of       
Not Accounted for as    Assets and Liabilities          Assets and Liabilities       
Hedging Instruments    Location    Fair Value     Location    Fair Value  

 

 

Interest rate contracts

  

Variation margin on centrally cleared swap contracts

     $    

Variation margin on centrally cleared swap contracts

   $
 
11,529,731

 

Foreign exchange contracts

  

Investments in securities, at value

     20 b    

Options written, at value

     36  
  

Unrealized appreciation on OTC forward exchange contracts

     835,339    

Unrealized depreciation on OTC forward exchange contracts

     1,188,509  
     

 

 

      

 

 

 

Totals

        $ 835,359        $ 12,718,276  
     

 

 

      

 

 

 

aThis amount reflects the cumulative appreciation (depreciation) of centrally cleared swap contracts as reported in the Statement of Investments. Only the variation margin receivable/payable at period end is separately reported within the Statement of Assets and Liabilities. Prior variation margin movements were recorded to cash upon receipt or payment.

bPurchased option contracts are included in investments in securities, at value in the Statement of Assets and Liabilities.

For the period ended June 30, 2019, the effect of derivative contracts in the Statement of Operations was as follows:

 

                     Net Change in
                     Unrealized
Derivative Contracts         Net Realized          Appreciation
Not Accounted for as    Statement of    Gain (Loss) for     Statement of    (Depreciation)
Hedging Instruments    Operations Location    the Period     Operations Location    for the Period
  

Net realized gain (loss) from:

     Net change in unrealized appreciation (depreciation) on:   

Interest rate contracts

  

Swap contracts

     $90,831    

Swap contracts

     $(12,209,312

Foreign exchange contracts

  

Investments

     33 a    

Investments

     (42 )a  
  

Written options

     127    

Written options

     16  
  

Forward exchange contracts

     4,559,174    

Forward exchange contracts

     581,701  

Value recovery instruments

  

Investments

     1,394,238 a    

Investments

     (1,149,836 )a  
     

 

 

      

 

 

 

Totals

        $6,044,403          $(12,777,473
     

 

 

      

 

 

 

aPurchased option contracts and VRI are included in net realized gain (loss) from investments and net change in unrealized appreciation (depreciation) on investments in the Statement of Operations.

 

     

 

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

For the period ended June 30, 2019, the average month end notional amount of options and swap contracts, the average month end contract value for forward exchange contracts and average month end fair value of VRI, were as follows:

 

Options

   $ 9,468  

Swap contracts

     146,715,000  

Forward exchange contracts

     250,557,625  

VRI

     2,416,811  

See Note 1(c) regarding derivative financial instruments.

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:

 

 

Level 1 – quoted prices in active markets for identical financial instruments

 

 

Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)

 

 

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

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

A summary of inputs used as of June 30, 2019, 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:a

          

Equity Investments:b

          

Mexico

       $          $          $ c         $  

South Africa

     405,859               180,845 c       586,704  

United Republic of Tanzania

                   98,799       98,799  

Convertible Bonds

            2,911,600              2,911,600  

Foreign Government and Agency Securities

                301,880,918                  301,880,918  

Quasi-Sovereign and Corporate Bonds:

          

Bermuda

            795,388              795,388  

Costa Rica

                   13,751,180       13,751,180  

South Africa

            939,997        9,288       949,285  

United Republic of Tanzania

                   10,627,532       10,627,532  

Options Purchased

            20              20  

Short Term Investments

         142,920,627        32,683,648              175,604,275  
  

 

 

 

Total Investments in Securities

       $ 143,326,486          $ 339,211,571          $     24,667,644         $ 507,205,701  
  

 

 

 

Other Financial Instruments:

          

Forward Exchange Contracts

       $          $ 835,339          $         $ 835,339  
  

 

 

 

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

11.  Fair Value Measurements (continued)

 

     Level 1      Level 2      Level 3      Total  

 

 

Liabilities:

           

Other Financial Instruments:

           

Options Written

       $                 —      $ 36      $                 —      $ 36  

Forward Exchange Contracts

            1,188,509               1,188,509  

Swap Contracts

                  11,529,731               11,529,731  
  

 

 

 

Total Other Financial Instruments

       $      $ 12,718,276      $      $       12,718,276  
  

 

 

 

aFor detailed categories, see the accompanying Statement of Investments.

bIncludes common stocks as well as other equity interests.

cIncludes securities determined to have no value at June 30, 2019.

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 beginning and/or end of the period. At June 30, 2019, the reconciliation of assets, is as follows:

 

                                                          Net Change in  
                                                          Unrealized  
                                                          Appreciation  
                                        Net     Net           (Depreciation)  
    Balance at                 Transfer     Transfer           Realized     Unrealized     Balance     on Assets  
    Beginning of                 Into     Out of     Cost Basis     Gain     Appreciation     at End     Held at  
    Period     Purchases     Sales     Level 3     Level 3a     Adjustments     (Loss)     (Depreciation)     of Period     Period End  

 

 

Assets:

                   

Investments in Securities:

                   

Equity Investmentsb

                            

Mexico

      $ 4,123 c       $—     $       $—     $       $—       $—     $ (4,123   $ c               $ (4,123

South Africa

    177,321 c                                           3,524       180,845 c       3,524  

United Republic of Tanzania

    98,799                                                 98,799        

Quasi-Sovereign and Corporate Bonds

                   

Costa Rica

    12,769,657             (226,080                             1,207,603       13,751,180       1,194,013  

South Africa

    57,342                         (25,931                 (22,123     9,288       273  

United Republic of Tanzania

    12,759,173                                           (2,131,641     10,627,532       (2,131,641
 

 

 

 

Total Investments in Securities

      $ 25,866,415       $—     $ (226,080     $—     $ (25,931     $—       $—     $ (946,760   $ 24,667,644               $ (937,954
 

 

 

 

aThe investments were transferred out of Level 3 as a result of the availability of a quoted market price in an active market for identical securities and other significant observable valuation inputs. May include amounts related to a corporate action.

bIncludes common stocks and other equity interests.

cIncludes securities determined to have no value.

 

     

 

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 

Significant unobservable valuation inputs for material Level 3 financial instruments and impact to fair value as a result of changes in unobservable valuation inputs as of June 30, 2019, are as follows:

 

Description    Fair Value at
End of Period
     Valuation Technique    Unobservable Inputs     Amount      Impact to Fair
Value if Input
Increasesa
 

 

 

Assets:

             

Investments in Securities:

             

Quasi-Sovereign and Corporate Bonds

             

Costa Rica

     $13,751,180     

Discounted cash flow model

    
Discount rateb
 
 
    7.5%        Decrease  

 

 

United Republic of Tanzania

     10,627,532     

Discounted cash flow

model

     Discount rate       21.8%        Decrease  

 

 

All other investmentsd

     288,932             

 

 

Total

     $24,667,644             

 

 

aRepresents the directional change in the fair value of the Level 3 financial instruments that would result from a significant and reasonable increase in the corresponding input. A significant and reasonable decrease in the input would have the opposite effect. Significant impacts, if any, to fair value and/or net assets have been indicated.

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.

cRepresents a significant impact to fair value and net assets.

dIncludes fair value of immaterial financial investments developed using various valuation techniques and unobservable inputs. May also include investments with values derived using prior transaction prices or third party pricing information without adjustment for which such inputs are also unobservable.

12.  Subsequent Events

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

Abbreviations

 

Counterparty   Currency   Selected Portfolio

 

BNDP    BNP Paribas SA   ARS   Argentine Peso   ARPP7DRR   Argentina Central Bank 7 Day Repo Rate
BOFA    Bank of America Corp.   AUD   Australian Dollar   FRN   Floating Rate Note
BZWS    Barclays Bank PLC   BRL   Brazilian Real   LIBOR   London InterBank Offered Rate
CITI    Citigroup, Inc.   COP   Colombian Peso   PIK   Payment-In-Kind
DBAB    Deutsche Bank AG   EGP   Egyptian Pound   VRI   Value Recovery Instruments
GSCO    The Goldman Sachs Group, Inc.   EUR   Euro    
HSBK    HSBC Bank PLC   GHS   Ghanaian Cedi    
JPHQ    JP Morgan Chase & Co.   IDR   Indonesian Rupiah    
MSCO    Morgan Stanley   INR   Indian Rupee    
SCNY    Standard Chartered Bank   JPY   Japanese Yen    
UBSW    UBS AG   MXN   Mexican Peso    
     THB   Thai Baht    
     USD   United States Dollar    

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

    

 

 

Tax Information (unaudited)

At December 31, 2018, 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 Internal Revenue Code. This written statement will allow shareholders of record on January 15, 2019, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.

The following table provides a detailed analysis of foreign tax paid, foreign source income, and foreign source qualified dividends as reported by the Fund, to shareholders of record.

 

     Foreign Tax Paid
Per Share
     Foreign Source
Income Per Share
     Foreign Source Qualified
Dividends Per Share
 

 

 
     $0.0233        $0.9620        $  —  

Foreign Tax Paid Per Share 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 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 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 Per Share that were derived from qualified foreign securities held by the Fund.1

At the beginning of each calendar year, shareholders will receive Form 1099-DIV which will include their share of taxes paid and foreign source income distributed during the prior calendar year. 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 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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Annual Meeting of Shareholders

May 30, 2019 (unaudited)

The Annual Meeting of Shareholders of Templeton Emerging Markets Income Fund (the “Fund”) was held at the Fund’s offices, 300 S.E. 2nd Street, Fort Lauderdale, Florida, on May 30, 2019. The purpose of the meeting was to elect three Trustees of the Fund, to approve the elimination of the fundamental investment policy requiring the Fund to invest at least 65% of its total assets in U.S. dollar-denominated securities, to approve an amended fundamental investment restriction regarding investments in commodities and to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2019. At the meeting, the following persons were elected by the shareholders to serve as Trustees of the Fund: Mary C. Choksi, Rupert H. Johnson, Jr., and Gregory E. Johnson.* The proposals to eliminate the fundamental investment policy requiring the Fund to invest at least 65% of its total assets in U.S. dollar-denominated securities, to approve an amended fundamental investment restriction regarding investments in commodities and to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2019, were approved by shareholders. No other business was transacted at the meeting with respect to the Fund.

The results of the voting at the Annual Meeting are as follows:

1. Election of three Trustees:

 

            % of      % of             % of      % of  
                    Outstanding      Shares                     Outstanding      Shares  
Term Expiring 2022    For      Shares              Present              Withheld      Shares              Present  

Mary C. Choksi

     30,542,507        63.63%        96.40%        1,141,213        2.38%        3.60%  

Rupert H. Johnson, Jr.

     30,451,444        63.44%        96.11%        1,232,276        2.57%        3.89%  

Gregory E. Johnson

     30,480,758        63.50%        96.20%        1,202,962        2.51%        3.80%  

There were no broker non-votes received with respect to this item.

2. To approve the elimination of the fundamental investment policy requiring the Fund to invest at least 65% of its total assets in U.S. dollar-denominated securities:

 

            % of      % of  
     Shares              Outstanding      Shares  
      Voted      Shares              Present  

For

     23,618,349        49.21%        74.54%  

Against

     1,178,794        2.46%        3.72%  

Abstain

     410,051        0.85%        1.29%  

There were 6,476,526 broker non-votes received with respect to this item.

3. To approve an amended fundamental investment restriction regarding investments in commodities:

 

            % of      % of  
     Shares              Outstanding      Shares  
      Voted      Shares              Present  

For

     23,412,159        48.78%        73.89%  

Against

     1,255,774        2.62%        3.96%  

Abstain

     539,261        1.12%        1.70%  

 

 

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MAY 30, 2019 (UNAUDITED)

ANNUAL MEETING OF SHAREHOLDERS

 

 

There were 6,476,526 broker non-votes received with respect to this item.

4. Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2019:

 

            % of      % of  
     Shares              Outstanding      Shares  
      Voted      Shares              Present  

For

     30,948,590        64.48%        97.68%  

Against

     285,101        0.59%        0.90%  

Abstain

     450,027        0.94%        1.42%  

* Harris J. Ashton, Ann Torre Bates, Edith E. Holiday, J. Michael Luttig, David W. Niemiec, Larry D. Thompson, Constantine D. Tseretopoulos 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 the shareholder 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.

To receive dividends or distributions in cash, the shareholder must notify American Stock Transfer and Trust Company, LLC (the “Plan Administrator”) at P.O. Box 922, Wall Street Station, New York, NY 10269-0560 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 American Stock Transfer and Trust Company, LLC and sent to American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, Attention: Templeton Emerging Markets 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 American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560. Upon withdrawal, the participant will receive, without charge, share certificates issued in the participant’s name for all full shares held by the Plan Administrator; or, if the participant wishes, the Plan Administrator will sell the participant’s 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.

For more information, please see the Plan’s Terms and Conditions located at the back of this report.

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

 

 

Transfer Agent

American Stock Transfer and Trust Company, LLC

P.O. Box 922 Wall Street Station

New York, NY 1029-0560

(800) 416-5585

www.astfinancial.com

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.astfinancial.com or dial (800) 416-5585 (toll free) and follow the instructions. Direct Deposit will begin with the next scheduled distribution payment date following enrollment in the service.

Direct Registration

If you are a registered shareholder of the Fund, purchases of shares of the Fund can be electronically credited to your Fund account at American Stock Transfer and Trust Company, LLC through Direct Registration. This service provides shareholders with a convenient way to keep track of shares through book entry transactions, electronically move book-entry shares between broker-dealers, transfer agents and DRS eligible issuers, and eliminate the possibility of lost certificates. For additional information, please contact American Stock Transfer and Trust Company, LLC at (800) 416-5585.

Shareholder Information

Shares of Templeton Emerging Markets 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 available at franklintempleton.com.

For current information about dividends and shareholder accounts, call (800) 416-5585. Registered shareholders can access their Fund account on-line. For information go to American Stock Transfer and Trust Company, LLC’s web site at www.astfinancial.com and follow the instructions.

The daily closing net asset value as of the previous business day may be obtained when available by calling Franklin Templeton Fund Information after 7 a.m. Pacific time any business day at (800) DIAL BEN/342-5236. The 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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Shareholder Information

 

Board Approval of Investment

Management Agreements

TEMPLETON EMERGING MARKETS INCOME FUND

(Fund)

At an in-person meeting held on May 21, 2019 (Meeting), the Board of Trustees (Board) of the Fund, including a majority of the trustees who are not “interested persons” as defined in the Investment Company Act of 1940 (Independent Trustees), reviewed and approved the continuance of the investment management agreement between Franklin Advisers, Inc. (Manager) and the Fund (Management Agreement) for an additional one-year period. The Independent Trustees received advice from and met separately with Independent Trustee counsel in considering whether to approve the continuation of the Management Agreement.

In considering the continuation of the Management Agreement, the Board reviewed and considered information provided by the Manager at the Meeting and throughout the year at meetings of the Board and its committees. The Board also reviewed and considered information provided in response to a detailed set of requests for information submitted to the Manager by Independent Trustee counsel on behalf of the Independent Trustees in connection with the annual contract renewal process. In addition, prior to the Meeting, the Independent Trustees held a telephonic contract renewal meeting at which the Independent Trustees conferred amongst themselves and Independent Trustee counsel about contract renewal matters. The Board reviewed and considered all of the factors it deemed relevant in approving the continuance of the Management Agreement, including, but not limited to: (i) the nature, extent and quality of the services provided by the Manager; (ii) the investment performance of the Fund; (iii) the costs of the services provided and profits realized by the Manager and its affiliates from the relationship with the Fund; (iv) the extent to which economies of scale are realized as the Fund grows; and (v) whether fee levels reflect these economies of scale for the benefit of Fund investors.

In approving the continuance of the Management Agreement, the Board, including a majority of the Independent Trustees, determined that the terms of the Management Agreement are fair and reasonable and that the continuance of such Management Agreement is in the 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 determination.

Nature, Extent and Quality of Services

The Board reviewed and considered information regarding the nature, extent and quality of investment management services provided by the Manager and its affiliates to the Fund and its shareholders. This information included, among other things, the qualifications, background and experience of the senior management and investment personnel of the Manager; the structure of investment personnel compensation; oversight of third-party service providers; investment performance reports and related financial information for the Fund (including its share price discount to net asset value); reports on expenses and shareholder services; legal and compliance matters; risk controls; pricing and other services provided by the Manager and its affiliates; and management fees charged by the Manager and its affiliates to US funds and other accounts, including management’s explanation of differences among accounts where relevant. The Board noted management’s continuing efforts and expenditures in establishing effective business continuity plans and developing strategies to address areas of heightened concern in the mutual fund industry, such as cybersecurity and liquidity risk management. The Board also recognized management’s commitment to facilitating Board oversight of particular areas, including derivatives, by enhanced reporting.

The Board also reviewed and considered the benefits provided to Fund shareholders of investing in a fund that is part of the Franklin Templeton family of funds. The Board noted the financial position of Franklin Resources, Inc. (FRI), the Manager’s parent, and its commitment to the mutual fund business as evidenced by its continued introduction of new funds, reassessment of the fund offerings in response to the market environment and project initiatives and capital investments relating to the services provided to the Fund by the Franklin Templeton (FT) organization.

Following consideration of such information, the Board was satisfied with the nature, extent and quality of services provided by the Manager and its affiliates to the Fund and its shareholders.

Fund Performance

The Board reviewed and considered the performance results of the Fund over various time periods ended February 28, 2019. The Board considered the performance returns for the Fund in comparison to the performance returns of mutual funds deemed comparable to the Fund included in a

 

 

 

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TEMPLETON EMERGING MARKETS INCOME FUND

SHAREHOLDER INFORMATION

 

 

universe (Performance Universe) selected by Broadridge Financial Solutions, Inc. (Broadridge), an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds included in a Performance Universe. The Board also reviewed and considered Fund performance reports provided and discussions that occurred with portfolio managers at Board meetings throughout the year. A summary of the Fund’s performance results is below. Such results are based on net asset value without regard to market discounts or premiums.

The Performance Universe for the Fund included the Fund and all leveraged and non-leveraged closed-end emerging markets hard currency debt funds. The Board noted that the Fund’s annualized income return for the five-year period was below the median of its Performance Universe, for the one-and 10-year periods was above the median of its Performance Universe and for the three-year period was equal to the median of its Performance Universe. The Board also noted that the Fund’s annualized total return for the one-year period was below the median of its Performance Universe, for the three- and 10-year periods was above the median of its Performance Universe and for the five-year period was equal to the median of its Performance Universe. The Broadridge report also contained a performance supplement, provided at the request of the Manager, with a Performance Universe that included the Fund and all retail and institutional emerging markets hard currency debt funds. The Board noted management’s explanation that the supplemental Performance Universe provided additional context on how the Fund performed compared to other non-leveraged funds as the Fund does not use leverage and the Performance Universe first noted above included leveraged and non-leveraged funds. The Fund’s annualized total return for the one- and five-year periods was below the median of its supplemental Performance Universe, but for the three- and 10-year periods was above the median of its supplemental Performance Universe. The Board concluded that the Fund’s performance was acceptable, noting the Fund’s longer term performance.

Comparative Fees and Expenses

The Board reviewed and considered information regarding the Fund’s actual total expense ratio and its various components, including, as applicable, management fees; underlying fund expenses; investment-related expenses; and other non-management fees. The Board considered the actual total expense ratio and, separately, the contractual management fee rate, without the effect of fee waivers, if

any (Management Rate) of the Fund in comparison to the median expense ratio and median Management Rate, respectively, of other mutual funds deemed comparable to and with a similar expense structure to the Fund selected by Broadridge (Expense Group). Broadridge fee and expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels. While recognizing such inherent limitation and the fact that expense ratios and Management Rates generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Broadridge to be an appropriate measure of comparative fees and expenses. The Broadridge Management Rate includes administrative charges. The Board received a description of the methodology used by Broadridge to select the mutual funds included in the Expense Group.

The Expense Group for the Fund included the Fund and four other closed-end leveraged and non-leveraged emerging markets hard currency debt funds. The Board noted that the Management Rate was equal to the median of its Expense Group. The Board also noted that the actual total expense ratio for the Fund was below the median of its Expense Group. The Board concluded that the Management Rate charged to the Fund is reasonable.

Profitability

The Board reviewed and considered information regarding the profits realized by the Manager and its affiliates in connection with the operation of the Fund. In this respect, the Board considered the Fund profitability analysis provided by the Manager that addresses the overall profitability of FT’s US fund business, as well as its profits in providing investment management and other services to each of the individual funds during the 12-month period ended September 30, 2018, being the most recent fiscal year-end for FRI. The Board noted that although management continually makes refinements to its methodologies used in calculating profitability in response to organizational and product-related changes, the overall methodology has remained consistent with that used in the Fund’s profitability report presentations from prior years. Additionally, PricewaterhouseCoopers LLP, auditor to FRI and certain Franklin Templeton funds, has been engaged by the Manager to periodically review and assess the allocation methodologies to be used solely by the Fund’s Board with respect to the profitability analysis.

The Board noted management’s belief that costs incurred in establishing the infrastructure necessary for the type of

 

 

     

 

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SHAREHOLDER INFORMATION

 

 

mutual 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. The Board also noted management’s expenditures in improving shareholder services provided to the Fund, as well as the need to implement systems and meet additional regulatory and compliance requirements resulting from recent SEC and other regulatory requirements.

The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, potential benefits resulting from personnel and systems enhancements necessitated by fund growth, as well as increased leverage with service providers and counterparties. Based upon its consideration of all these factors, the Board concluded 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, extent and quality of services provided to the Fund.

Economies of Scale

The Board reviewed and considered the extent to which the Manager may realize economies of scale, if any, as the Fund grows larger and whether the Fund’s management fee structure reflects any economies of scale for the benefit of shareholders. The Board believes that the Manager’s ability to realize economies of scale and the sharing of such benefit is a more relevant consideration in the case of an open-end fund whose size increases as a result of the continuous sale of its shares. A closed-end fund 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. 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 would be shared with the Fund and its shareholders. The Board noted the existence of management fee breakpoints, which operate generally to share any economies of scale with the Fund’s shareholders by reducing the Fund’s effective management fees as the Fund grows in size. The Board considered the Manager’s view that any analyses of potential economies of scale in managing a particular fund are inherently limited in light of the joint and common costs and investments the Manager incurs across the Franklin Templeton family of funds as a whole. The Board concluded that to the extent economies of scale may

be realized by the Manager and its affiliates, the Fund’s management fee structure provided a sharing of benefits with the Fund and its shareholders as the Fund grows.

Conclusion

Based on its review, consideration and evaluation of all factors it believed relevant, including the above-described factors and conclusions, the Board unanimously approved the continuation of the Management Agreement for an additional one-year period.

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 as an exhibit to its report on Form N-PORT. Shareholders may view the filed Form N-PORT 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.

 

 

 

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TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

 

1. Each holder of shares (a “Shareholder”) in Templeton Emerging Markets Income Fund (the “Fund”) whose Fund shares are registered in his or her own name will automatically be a participant in the Dividend Reinvestment and Cash Purchase Plan (the “Plan”), unless any such Shareholder specifically elects in writing to receive all dividends and capital gains in cash, paid by check, mailed directly to the Shareholder. A Shareholder whose shares are registered in the name of a broker-dealer or other nominee (the “Nominee”) will be a participant if (a) such a service is provided by the Nominee and (b) the Nominee makes an election on behalf of the Shareholder to participate in the Plan. Nominees intend to make such an election on behalf of Shareholders whose shares are registered in their names, as Nominee, unless a Shareholder specifically instructs his or her Nominee to pay dividends and capital gains in cash. American Stock Transfer and Trust Company, LLC (“AST”) will act as Plan Administrator and will open an account for each participating shareholder (“participant”) under the Plan in the same name as that in which the participant’s present shares are registered.

2. Whenever the Fund declares a distribution from capital gains or an income dividend payable in either cash or shares of the Fund (“Fund shares”), if the market price per share on the valuation date equals or exceeds the net asset value per share, participants will receive such dividend or distribution entirely in Fund shares, and AST shall automatically receive such Fund shares for participant accounts including aggregate fractions. The number of additional Fund shares to be credited to participant accounts shall be determined by dividing the equivalent dollar amount of the capital gains distribution or dividend payable to participants by the Fund’s net asset value per share of the Fund shares on the valuation date, provided that the Fund shall not issue such shares at a price lower than 95% of the current market price per share. The valuation date will be the payable date for such distribution or dividend.

3. Whenever the Fund declares a distribution from capital gains or an income dividend payable only in cash, or if the Fund’s net asset value per share exceeds the market price per share on the valuation date, AST shall apply the amount of such dividend or distribution payable to participants to the purchase of Fund shares on the open market (less their pro rata share of trading fees incurred with respect to open market purchases in connection with the reinvestment of such dividend or distribution). If, before AST has completed its purchases, the market price exceeds the net asset value per share, the average per share purchase price paid by AST may exceed the net asset value of the Fund’s shares, resulting in the acquisition of fewer shares than if the dividend or capital gains distribution had been paid in shares issued by the Fund at net asset value per share. Such purchases will be made promptly after the payable date for such dividend or distribution, and in no event more than 30 days after such date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of the Federal securities laws.

4. A participant has the option of submitting additional payments to AST, 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 may be made electronically through www.astfinancial.com or by check payable to “American Stock Transfer and Trust Company, LLC” and sent to American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, Attention: Templeton Emerging Markets Income Fund. AST shall apply such payments (less a $5.00 service charge and less a pro rata share of trading fees) to purchases of

Fund shares on the open market, as discussed below in paragraph

6. AST shall make such purchases promptly on approximately the 15th of each month or, during a month in which a dividend or distribution is paid, beginning on the dividend payment date, and in no event more than 30 days after receipt, except where necessary to comply with provisions of Federal securities law. Any voluntary payment received less than two business days before an investment date shall be invested during the following month unless there are more than 30 days until the next investment date, in which case such payment will be returned to the participant. AST shall return to the participant his or her entire voluntary cash payment upon written notice of withdrawal received by AST not less than 48 hours before such payment is to be invested. Such written notice shall be sent to AST by the participant, as discussed below in paragraph 14.

5. For all purposes of the Plan: (a) the market price of the Fund’s shares on a particular date shall be the last sale price on the New York Stock Exchange on that date if a business day and if not, on the preceding business day, or if there is no sale on such Exchange on such date, then the mean between the closing bid and asked quotations for such shares on such Exchange on such date, and (b) net asset value per share of the Fund’s shares on a particular date shall be as determined by or on behalf of the Fund.

6. Open market purchases provided for above may be made on any securities exchange where Fund shares are traded, in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as AST shall determine. Participant funds held by AST uninvested will not bear interest, and it is understood that, in any event, AST shall have no liability in connection with any inability to purchase Fund shares within 30 business days after the payable date for any dividend or distribution as herein provided, or with the timing of any purchases effected. AST shall have no responsibility as to the value of the Fund shares acquired for participant accounts. For the purposes of purchases in the open market, AST may aggregate purchases with those of other participants, and the average price (including trading fees) of all shares purchased by AST shall be the price per share allocable to all participants.

7. AST will hold shares acquired pursuant to this Plan, together with the shares of other participants acquired pursuant to this Plan, in its name or that of its nominee. AST will forward to participants any proxy solicitation material and will vote any shares so held for participants only in accordance with the proxies returned by participants to the Fund. Upon written request, AST will deliver to participants, without charge, a certificate or certificates for all or a portion of the full shares held by AST.

8. AST will confirm to participants each acquisition made for an account as soon as practicable but not later than 60 business days after the date thereof. AST will send to participants a detailed account statement showing total dividends and distributions, date of investment, shares acquired and price per share, and total shares of record for the account. Although participants may from time to time have an undivided fractional interest (computed to three decimal places) in a share of the Fund, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to participant accounts. In the event of termination of an account under the Plan, AST will adjust for any such undivided fractional interest in cash at the market price of the Fund’s shares on the date of termination.

 

 

     

 

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TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)

 

9. Any share dividends or split shares distributed by the Fund on shares held by AST for participants will be credited to participant accounts. In the event that the Fund makes available to its shareholders transferable rights to purchase additional Fund shares or other securities, AST will sell such rights and apply the proceeds of the sale to the purchase of additional Fund shares for the participant accounts. The shares held for participants under the Plan will be added to underlying shares held by participants in calculating the number of rights to be issued.

10. AST’s service charge for capital gains or income dividend purchases will be paid by the Fund when shares are issued by the Fund or purchased on the open market. AST will deduct a $5.00 service charge from each voluntary cash payment. Participants will be charged a pro rata share of trading fees on all open market purchases.

11. Participants may withdraw shares from such participant’s account or terminate their participation under the Plan by notifying AST in writing. Such withdrawal or termination will be effective immediately if notice is received by AST not less than ten days prior to any dividend or distribution record date; otherwise such withdrawal or termination will be effective after the investment of any current dividend or distribution or voluntary cash payment. The Plan may be terminated by AST or the Fund upon 90 days’ notice in writing mailed to participants. Upon any withdrawal or termination, AST will cause a certificate or certificates for the full shares held by AST for participants and cash adjustment for any fractional shares (valued at the market value of the shares at the time of withdrawal or termination) to be delivered to participants, less any trading fees. Alternatively, a participant may elect by written notice to AST to have AST sell part or all of the shares held for him and to remit the proceeds to him. AST is authorized to deduct a $15.00 service charge and a trading fee of $0.12 per share for this transaction from the proceeds. If a participant disposes of all shares registered in his name on the books of the Fund, AST may, at its option, terminate the participant’s account or determine from the participant whether he wishes to continue his participation in the Plan.

12. These terms and conditions may be amended or supplemented by AST or the Fund at any time or times, except when necessary or appropriate to comply with applicable law or the rules or policies of the U.S. Securities and Exchange Commission or any other regulatory authority, only by mailing to participants appropriate written notice at least 90 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by participants unless, prior to the effective date thereof, AST receives written notice of the termination of a participant account under the Plan. Any such amendment may include an appointment by AST in its place and stead of a successor Plan Administrator under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by AST under these terms and conditions. Upon any such appointment of a Plan Administrator for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor Plan Administrator, for a participant’s account, all dividends and distributions payable on Fund shares held in a participant’s name or under the Plan for retention or application by such successor Plan Administrator as provided in these terms and conditions.

13. AST shall at all times act in good faith and agree to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement and to comply with applicable law,

but shall assume no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by AST’s negligence, bad faith or willful misconduct or that of its employees.

14. Any notice, instruction, request or election which by any provision of the Plan is required or permitted to be given or made by the participant to AST shall be in writing addressed to American Stock Transfer and Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, or www.astfinancial.com or such other address as AST shall furnish to the participant, and shall have been deemed to be given or made when received by AST.

15. Any notice or other communication which by any provision of the Plan is required to be given by AST to the participant shall be in writing and shall be deemed to have been sufficiently given for all purposes by being deposited postage prepaid in a post office letter box addressed to the participant at his or her address as it shall last appear on AST’s records. The participant agrees to notify AST promptly of any change of address.

16. These terms and conditions shall be governed by and construed in accordance with the laws of the State of New York and the rules and regulations of the U.S. Securities and Exchange Commission, as they may be amended from time to time.

 

 

 

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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.

 

 

 

LOGO           

Semiannual Report

Templeton Emerging Markets Income Fund

  
  Investment Manager    Transfer Agent    Fund Information
  Franklin Advisers, Inc.                American Stock Transfer & Trust Co., LLC    (800) DIAL BEN® / 342-5236
     6201 15th Avenue   
     Brooklyn, NY 11219   
     Toll Free Number: (800) 416-5585   
     Hearing Impaired Number: (866) 703-9077   
     International Phone Number: (718) 921-8124   
     www.astfinancial.com   

 

© 2019 Franklin Templeton Investments. All rights reserved.    TLTEI S 08/19


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 13(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

Item 3. Audit Committee Financial Expert.

 

(a)(1)

The Registrant has an audit committee financial expert serving on its audit committee.

(2) The audit committee financial experts are Ann Torre Bates and David W. Niemiec and they are “independent” as defined under the relevant Securities and Exchange Commission Rules and Releases.

Item 4. Principal Accountant Fees and Services. N/A

Item 5. Audit Committee of Listed Registrants.

Members of the Audit Committee are: David W. Niemiec, Ann Torre Bates 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 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 of equity securities, the investment manager subscribes to Institutional Shareholder Services, Inc. (ISS), an unaffiliated third-party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, vote execution


services, ballot reconciliation services, recordkeeping and vote disclosure services. In addition, the investment manager subscribes to Glass, Lewis & Co., LLC (Glass Lewis), an unaffiliated third-party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Also, the investment manager has a supplemental subscription to Egan-Jones Proxy Services (Egan-Jones), an unaffiliated third party proxy advisory firm, to receive analyses and vote recommendations. Although analyses provided by ISS, Glass Lewis, Egan-Jones, and/or another independent third party proxy service provider (each a “Proxy Service”) are thoroughly reviewed and considered in making a final voting decision, the investment manager does not consider recommendations from a Proxy Service or any third party to be determinative of the investment manager’s ultimate decision. Rather, the investment manager exercises its independent judgment in making voting decisions. For most proxy proposals, the investment manager’s evaluation should result in the same position being taken for all Funds. In some cases, however, the evaluation may result in a Fund voting differently, depending upon the nature and objective of the Fund, the composition of its portfolio and other factors. As a matter of policy, the officers, directors/trustees and employees of the investment manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and its shareholders. Efforts are made to resolve all conflicts in the best interests of the investment 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 vote consistent with the voting recommendation of a Proxy Service; 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 a Proxy Service and relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the investment manager wishes to vote in opposition to the recommendations of an 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 or pass-through 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) (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. With respect to instances when a Franklin Templeton U.S. registered investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(F) or (G) of the 1940 Act, the rules thereunder, or pursuant to an SEC exemptive order thereunder, and there are no other unaffiliated shareholders also invested in the underlying fund, the Investment Manager will


vote in accordance with the recommendation of such investment company’s board of trustees or directors. In addition, to avoid certain potential conflicts of interest, and where required under a fund’s governing documents or applicable law, the Investment Manager will employ pass-through voting when a Franklin Templeton U.S. registered investment company invests in an underlying fund in reliance on Section 12(d)(1)(E) of the 1940 Act, the rules thereunder, or pursuant to an SEC exemptive order thereunder. In “pass-through voting,” a feeder fund will solicit voting instructions from its shareholders as to how to vote on the master fund’s proposals.

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.

Engagement with issuers. The investment manager believes that engagement with issuers is important to good corporate governance and to assist in making proxy voting decisions. The investment manager may engage with issuers to discuss specific ballot items to be voted on in advance of an annual or special meeting to obtain further information or clarification on the proposals. The investment manager may also engage with management on a range of environmental, social or corporate governance issues throughout the year.

Investment 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 and proposal (including both management and shareholder proposals) will be considered based on the relevant facts and circumstances on a case-by-case basis.

Board of directors. The investment manager supports an independent, diverse board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. The investment manager supports boards with strong risk management oversight. The investment manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. The investment manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, the investment manager will review this issue as well as proposals to restore or provide for cumulative voting on a case-by-case basis, taking into consideration factors such as the 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 and/or shareholder nominees.


Ratification of auditors of portfolio companies. The investment manager will closely scrutinize the independence, role and performance of auditors. On a case-by-case basis, the investment manager will examine proposals relating to non-audit relationships and non-audit fees. The investment manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence. The investment manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.

Management and director compensation. A 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.

Environmental and social issues. The investment manager considers environmental and social issues alongside traditional financial measures to provide a more comprehensive view of the value, risk and return potential of an investment. Companies may face significant financial, legal and reputational risks resulting from poor environmental and social practices, or negligent oversight of environmental or social issues. Franklin Templeton’s “Responsible Investment Principles and Policies” describes the investment manager’s approach to consideration of environmental, social and governance issues within the investment manager’s processes and ownership practices.

The investment manager will review shareholder proposals on a case-by-case basis and may support those that serve to enhance value or mitigate risk, are drafted appropriately, and do not disrupt the course of business or require a disproportionate or inappropriate use of company resources. In the investment manager’s experience, those companies that are managed well are often effective in dealing with the relevant environmental and social issues that pertain to their business. As such, the investment manager will generally give management discretion with regard to environmental and social issues. However, in cases where management and the board have not demonstrated adequate efforts to mitigate material environmental or social risks, have engaged in inappropriate or illegal conduct, or have failed to adequately address current or emergent risks that threaten shareholder value, the investment manager may choose to support well-crafted shareholder proposals that serve to promote or protect shareholder value. This may include seeking appropriate disclosure regarding material environmental and social issues.

The investment manager will 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.


Governance matters. The investment manager generally supports the right of shareholders to call special meetings and act by written consent. However, the investment manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources.

Proxy access. In cases where the investment manager is satisfied with company performance and the responsiveness of management, it will generally vote against shareholder proxy access proposals not supported by management. In other instances, the investment manager will consider such proposals on a case-by-case basis, taking into account factors such as the size of the company, ownership thresholds and holding periods, nomination limits (e.g., number of candidates that can be nominated), the intentions of the shareholder proponent, and shareholder base.

Global corporate governance. Many of the tenets discussed above are applied to the investment 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 successfully vote a proxy, or may choose not to vote a proxy, such as where: (i) a proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if the investment manager votes a proxy or where the investment manager is prohibited from voting by applicable law, economic or other sanctions, or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) additional documentation or the disclosure of beneficial owner details is required; (vi) the investment manager held shares on the record date but has sold them prior to the meeting date; (vii) a proxy voting service is not offered by the custodian in the market; (viii) due to either system error or human error, the investment manager’s intended vote is not correctly submitted; (ix) the investment manager believes it is not in the best interest of the Fund or its shareholders to vote the proxy for any other reason not enumerated herein; or (x) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.

In some non-U.S. jurisdictions, even if the investment manager uses reasonable efforts to vote a proxy on behalf of the Fund, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which the investment manager does not have sufficient notice; or (c) the exercise by the issuer of its discretion to reject the vote of the investment manager. In addition, despite the best efforts of the Proxy Group and its agents, there may be situations where the investment manager’s votes are not received, or properly tabulated, by an issuer or the issuer’s agent.


The investment manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by the investment manager or its affiliates, determine to use its best efforts to recall any security on loan where the investment manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.

Procedures for meetings involving fixed income securities & privately held issuers. From time to time, certain custodians may process events for fixed income securities through their proxy voting channels rather than corporate action channels for administrative convenience. In such cases, the Proxy Group will receive ballots for such events on the ISS voting platform. The Proxy Group will solicit voting instructions from the investment manager for each Fund involved. If the Proxy Group does not receive voting instructions from the investment manager, the Proxy Group will take no action on the event. The investment manager may be unable to vote a proxy for a fixed income security, or may choose not to vote a proxy, for the reasons described above.

The Proxy Group will monitor such meetings involving fixed income securities or privately held issuers for conflicts of interest in accordance with these procedures. If a fixed income or privately held issuer is flagged as a potential conflict of interest, the investment manager may nonetheless vote as it deems in the best interests of the Fund. The investment manager will report such decisions on an annual basis to the Fund board as may be required.

In the rare instance where there is a vote for a privately held issuer, the decision will generally be made by the relevant portfolio managers or research analysts.

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 Company. N/A

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 provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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

(b) Changes in Internal Controls. There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company. N/A

Item 13. Exhibits.

(a)(1) Code of Ethics

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TEMPLETON EMERGING MARKETS INCOME FUND

 

By  

S\MATTHEW T. HINKLE

     Matthew T. Hinkle
     Chief Executive Officer –
     Finance and Administration

Date August 30, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By  

S\MATTHEW T. HINKLE

     Matthew T. Hinkle
     Chief Executive Officer –
     Finance and Administration

Date August 30, 2019

 

By  

S\ROBERT G. KUBILIS

     Robert G. Kubilis
     Chief Financial Officer and
     Chief Accounting Officer

Date August 30, 2019


CODE OF ETHICS

Exhibit 12(a)(1)

CODE OF ETHICS FOR PRINCIPAL EXECUTIVES & SENIOR FINANCIAL OFFICERS

PROCEDURES Revised December 18, 2009

FRANKLIN TEMPLETON FUNDS

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

SENIOR FINANCIAL OFFICERS

I. Covered Officers and Purpose of the Code

This code of ethics (the “Code”) applies to the Principal Executive Officers, Principal Financial Officer and Principal Accounting Officer (the “Covered Officers,” each of whom is set forth in Exhibit A) of each investment company advised by a Franklin Resources subsidiary and that is registered with the United States Securities & Exchange Commission (“SEC”) (collectively, “FT Funds”) for the purpose of promoting:

 

   

Honest and ethical conduct, including the ethical resolution of actual or apparent conflicts of interest between personal and professional relationships;

 

   

Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by or on behalf of the FT Funds;

 

   

Compliance with applicable laws and governmental rules and regulations;

 

   

The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

   

Accountability for adherence to the Code.

Each Covered Officer will be expected to adhere to a high standard of business ethics and must be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.

Franklin Resources, Inc. has separately adopted the CODE OF ETHICS AND BUSINESS CONDUCT (“Business Conduct”), which is applicable to all officers, directors and employees of Franklin Resources, Inc., including Covered Officers. It summarizes the values, principles and business practices that guide the employee’s business conduct and also provides a set of basic principles to guide officers, directors and employees regarding the minimum ethical requirements expected of them. It supplements the values, principles and business conduct identified in the Code and other existing employee policies.

Additionally, the Franklin Templeton Funds have separately adopted the CODE OF ETHICS AND POLICY STATEMENT ON INSIDER TRADING governing personal securities trading and other related matters. The Code for Insider Trading provides for separate requirements that apply to the Covered Officers and others, and therefore is not part of this Code.


Insofar as other policies or procedures of Franklin Resources, Inc., the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superceded by this Code to the extent that they overlap or conflict with the provisions of this Code. Please review these other documents or consult with the Legal Department if have questions regarding the applicability of these policies to you.

III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

OVERVIEW. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the FT Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of apposition with the FT Funds.

Certain conflicts of interest arise out of the relationships between Covered Officers and the FT Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the FT Funds because of their status as “affiliated persons” of the FT Funds. The FT Funds’ and the investment advisers’ compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the FT Funds, the investment advisers and the fund administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the FT Funds, for the adviser, the administrator, or for all three), be involved in establishing policies and implementing decisions that will have different effects on the adviser, administrator and the FT Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the FT Funds, the adviser, and the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the FT Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the FT Funds’ Boards of Directors (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the FT Funds.

Each Covered Officer must:

 

   

Not use his or her personal influence or personal relationships improperly to influence investment decisions orfinancial reporting by the FT Funds whereby the Covered Officer would benefit personally to the detriment of the FT Funds;


   

Not cause the FT Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the FT Funds;

 

   

Not retaliate against any other Covered Officer or any employee of the FT Funds or their affiliated persons for reports of potential violations that are made in good faith;

 

   

Report at least annually the following affiliations or other relationships:/1

 

   

all directorships for public companies and all companies that are required to file reports with the SEC;

 

   

any direct or indirect business relationship with any independent directors of the FT Funds;

 

   

any direct or indirect business relationship with any independent public accounting firm (which are not related to the routine issues related to the firm’s service as the Covered Persons accountant); and

 

   

any direct or indirect interest in any transaction with any FT Fund that will benefit the officer (not including benefits derived from the advisory, sub-advisory, distribution or service agreements with affiliates of Franklin Resources).

These reports will be reviewed by the Legal Department for compliance with the Code.

There are some conflict of interest situations that should always be approved in writing by Franklin Resources General Counsel or Deputy General Counsel, if material. Examples of these include/2:

 

   

Service as a director on the board of any public or private Company;

 

   

The receipt of any gifts in excess of $100 from any person, from any corporation or association

 

   

The receipt of any entertainment from any Company with which the FT Funds has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety. Notwithstanding the foregoing, the Covered Officers must obtain prior approval from the Franklin Resources General Counsel for any entertainment with a value in excess of $1000.

 

   

Any ownership interest in, or any consulting or employment relationship with, any of the FT Fund’s service providers, other than an investment adviser, principal underwriter, administrator or any affiliated person thereof;

 

   

A direct or indirect financial interest in commissions, transaction charges or spreads paid by the FT Funds for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

Franklin Resources General Counsel or Deputy General Counsel will provide a report to the FT Funds Audit Committee of any approvals granted at the next regularly scheduled meeting.

IV. Disclosure and Compliance

 

   

Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the FT Funds;


   

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the FT Funds to others, whether within or outside the FT Funds, including to the FT Funds’ directors and auditors, and to governmental regulators and self-regulatory organizations;

 

   

Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the FT Funds, the FT Fund’s adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the FT Funds file with, or submit to, the SEC and in other public communications made by the FT Funds; and

 

   

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

V. Reporting and Accountability

Each Covered Officer must:

 

   

Upon becoming a covered officer affirm in writing to the Board that he or she has received, read, and understands the Code (see Exhibit B);

 

   

Annually thereafter affirm to the Board that he has complied with the requirements of the Code; and

 

   

Notify Franklin Resources’ General Counsel or Deputy General Counsel promptly if he or she knows of any violation of this Code. Failure to do so is itself is a violation of this Code.

Franklin Resources’ General Counsel and Deputy General Counsel are responsible for applying this Code to specific situations in which questions are presented under it and have the authority to interpret this Code in any particular situation./3 However, the Independent Directors of the respective FT Funds will consider any approvals or waivers/4 sought by any Chief Executive Officers of the Funds.

The FT Funds will follow these procedures in investigating and enforcing this Code:

 

   

Franklin Resources General Counsel or Deputy General Counsel will take all appropriate action to investigate any potential violations reported to the Legal Department;

 

   

If, after such investigation, the General Counsel or Deputy General Counsel believes that no violation has occurred, The General Counsel is not required to take any further action;

 

   

Any matter that the General Counsel or Deputy General Counsel believes is a violation will be reported to the Independent Directors of the appropriate FT Fund;

 

   

If the Independent Directors concur that a violation has occurred, it will inform and make a recommendation to the Board of the appropriate FT Fund or Funds, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;

 

   

The Independent Directors will be responsible for granting waivers, as appropriate; and


   

Any changes to or waivers of this Code will, to the extent required, are disclosed as provided by SEC rules./5

VI. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the FT Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the FT Funds, the FT Funds’ advisers, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The FT Code of Ethics and Policy Statement On Insider Trading, adopted by the FT Funds, FT investment advisers and FT Fund’s principal underwriter pursuant to Rule 17j-1 under the Investment Company Act, the Code of Ethics and Business Conduct and more detailed policies and procedures set forth in FT’s Employee Handbook are separate requirements applying to the Covered Officers and others, and are not part of this Code.

VII. Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the FT Funds’ Board including a majority of independent directors.

VIII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the FT Funds’ Board and their counsel.

IX. Internal Use

The Code is intended solely for the internal use by the FT Funds and does not constitute an admission, by or on behalf of any FT Funds, as to any fact, circumstance, or legal conclusion.

X. Disclosure on Form N-CSR

Item 2 of Form N-CSR requires a registered management investment company to disclose annually whether, as of the end of the period covered by the report, it has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these officers are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, it must explain why it has not done so.

The registrant must also: (1) file with the SEC a copy of the code as an exhibit to its annual report; (2) post the text of the code on its Internet website and disclose, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted the code on its Internet website; or (3) undertake in its most recent report on Form N-CSR to provide to any person without charge, upon request, a copy of the code and explain the manner in which such request may be made. Disclosure is also required of amendments to, or waivers (including implicit waivers) from, a provision of the code in the registrant’s annual report on Form N-CSR or on its website. If the registrant intends to satisfy the requirement to disclose amendments and waivers by posting such information on its website, it will be required to disclose its Internet address and this intention.

The Legal Department shall be responsible for ensuring that:


   

a copy of the Code is filed with the SEC as an exhibit to each Fund’s annual report; and

 

   

any amendments to, or waivers (including implicit waivers) from, a provision of the Code is disclosed in the registrant’s annual report on Form N-CSR.

In the event that the foregoing disclosure is omitted or is determined to be incorrect, the Legal Department shall promptly file such information with the SEC as an amendment to Form N-CSR.

In such an event, the Fund Chief Compliance Officer shall review the Code and propose such changes to the Code as are necessary or appropriate to prevent reoccurrences.

EXHIBIT A

Persons Covered by the Franklin Templeton Funds

Code of Ethics

December 2013

 

FRANKLIN GROUP OF FUNDS
Edward B. Jamieson    President and Chief Executive Officer - Investment Management
Rupert H. Johnson, Jr.    President and Chief Executive Officer - Investment Management
William J. Lippman    President and Chief Executive Officer - Investment Management
Christopher Molumphy    President and Chief Executive Officer - Investment Management
Laura Fergerson    Chief Executive Officer - Finance and Administration
Gaston R. Gardey    Chief Financial Officer and Chief Accounting Officer
FRANKLIN MUTUAL SERIES FUNDS
Peter Langerman    Chief Executive Officer-Investment Management
Laura Fergerson    Chief Executive Officer - Finance and Administration
Robert G. Kubilis    Chief Financial Officer and Chief Accounting Officer
FRANKLIN ALTERNATIVE STRTEGIES FUNDS
William Yun    Chief Executive Officer-Investment Management
Laura Fergerson    Chief Executive Officer - Finance and Administration
Robert G. Kubilis    Chief Financial Officer and Chief Accounting Officer
TEMPLETON GROUP OF FUNDS
Mark Mobius    President and Chief Executive Officer - Investment Management
Christopher J. Molumphy    President and Chief Executive Officer - Investment Management
Norman Boersma    President and Chief Executive Officer - Investment Management
Donald F. Reed    President and Chief Executive Officer - Investment Management
Laura Fergerson    Chief Executive Officer - Finance and Administration
Mark H. Otani    Chief Financial Officer and Chief Accounting Officer


EXHIBIT B

ACKNOWLEDGMENT FORM

DECEMBER

FRANKLIN TEMPLETON FUNDS CODE OF ETHICS

FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

INSTRUCTIONS:

 

1.

Complete all sections of this form.

 

2.

Print the completed form, sign, and date.

 

3.

Submit completed form to FT’s General Counsel c/o Code of Ethics Administration within 10 days of becoming a Covered Officer and by February 15th of each subsequent year.

 

INTER-OFFICE MAIL:

Fax:

E-MAIL:

  

Code of Ethics Administration, Global Compliance SM-920/2

(650) 312-5646

Preclear-Code of Ethics (internal address);

lpreclear@frk.com (external address)

COVERED OFFICER’S NAME:

TITLE:

DEPARTMENT:

LOCATION:

CERTIFICATION FOR YEAR ENDING:

TO: Franklin Resources General Counsel, Legal Department

I acknowledge receiving, reading and understanding the Franklin Templeton Fund’s Code of Ethics for Principal Executive Officers and Senior Financial Officers (the “Code”). I will comply fully with all provisions of the Code to the extent they apply to me during the period of my employment. I further understand and acknowledge that any violation of the Code may subject me to disciplinary

action, including termination of employment.

 

   
 

 

     

 

Signature     Date signed

 

1.

Reporting of these affiliations or other relationships shall be made by completing the annual Directors and Officers Questionnaire and returning the questionnaire to Franklin Resources Inc, General Counsel or Deputy General Counsel.


2.

Any activity or relationship that would present a conflict for a Covered Officer may also present a conflict for the Covered Officer if a member of the Covered Officer’s immediate family engages in such an activity or has such a relationship. The Cover Person should also obtain written approval by FT’s General Counsel in such situations.

3.

Franklin Resources General Counsel and Deputy General Counsel are authorized to consult, as appropriate, with members of the Audit Committee, counsel to the FT Funds and counsel to the Independent Directors, and are encouraged to do so.

4.

Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which must also be disclosed, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant. See Part X.

5.

See Part X.


302 CERTIFICATIONS

Exhibit 13 (a) (2)

I, Matthew T. Hinkle, certify that:

1. I have reviewed this report on Form N-CSRS of Templeton Emerging Markets Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

8/30/2019

 

S\MATTHEW T. HINKLE
Matthew T. Hinkle
Chief Executive Officer - Finance and Administration


Exhibit 13 (a) (2)

I, Robert G. Kubilis, certify that:

1. I have reviewed this report on Form N-CSRS of Templeton Emerging Markets Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

8/30/2019

 

S\ROBERT G. KUBILIS
Robert G. Kubilis
Chief Financial Officer and Chief Accounting Officer

906 CERTIFICATIONS

Exhibit 13 (b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew T. Hinkle, Chief Executive Officer of the Templeton Emerging Markets Income Fund (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

  1.

The periodic report on Form N-CSRS of the Registrant for the period ended 6/30/2019 (the “Form N-CSRS”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

The information contained in the Form N-CSRS fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: 8/30/2019

 

S\MATTHEW T. HINKLE
Matthew T. Hinkle
Chief Executive Officer - Finance and Administration


Exhibit 13 (b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Robert G. Kubilis, Chief Financial Officer of the Templeton Emerging Markets Income Fund (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

  1.

The periodic report on Form N-CSRS of the Registrant for the period ended 6/30/2019 (the “Form N-CSRS”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

The information contained in the Form N-CSRS fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: 8/30/2019

 

S\ROBERT G. KUBILIS
Robert G. Kubilis
Chief Financial Officer and Chief Accounting Officer