SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______________)
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-12
TEMPLETON EMERGING MARKETS INCOME FUND
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transactions applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
LOGO
TEMPLETON EMERGING MARKETS INCOME FUND
IMPORTANT SHAREHOLDER INFORMATION
These materials are for the Annual Meeting of Shareholders (the "Meeting")
scheduled for February 20, 2009 at 12 Noon, Eastern time. The enclosed
materials discuss the proposal (the "Proposal") to be voted on at the Meeting,
and contain the Notice of Meeting, proxy statement and proxy card. A proxy card
is, in essence, a ballot. When you vote your proxy, it tells us how you wish to
vote on important issues relating to Templeton Emerging Markets Income Fund
(the "Fund"). If you specify a vote on the Proposal, your proxy will be voted
as you indicate. If you simply sign, date and return the proxy card, but do not
specify a vote on the Proposal, your proxy will be voted FOR the Proposal.
We urge you to spend a few minutes reviewing the Proposal in the proxy
statement. Then, please fill out and sign the proxy card and return it to us so
that we know how you would like to vote. When shareholders return their proxies
promptly, the Fund may be able to save money by not having to conduct
additional mailings.
We welcome your comments. If you have any questions, call Fund Information
at 1-800/DIAL BEN(R) (1-800-342-5236).
TELEPHONE AND INTERNET VOTING
For your convenience, you may be able to vote by telephone or through the
Internet, 24 hours a day. If your account is eligible, instructions are
enclosed.
LOGO
TEMPLETON EMERGING MARKETS INCOME FUND
NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders (the "Meeting") of Templeton Emerging
Markets Income Fund (the "Fund") will be held at the Fund's offices, 500 East
Broward Boulevard, 12/th/ Floor, Fort Lauderdale, Florida 33394-3091 on
February 20, 2009 at 12 Noon, Eastern time.
During the Meeting, shareholders of the Fund will vote on the following
Proposal:
. The election of four Trustees of the Fund to hold office for the
terms specified.
By Order of the Board of Trustees,
Robert C. Rosselot
Secretary
January 12, 2009
Please sign and promptly return the proxy card or voting instruction form in
the enclosed self-addressed envelope regardless of the number of shares you own.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING TO BE HELD ON FEBRUARY 20, 2009
The Fund's Notice of Annual Meeting of Shareholders, proxy statement and form
of proxy are available on the Internet at
http://www.proxyonline.com/FranklinTempleton.
TEMPLETON EMERGING MARKETS INCOME FUND
PROXY STATEMENT
.. INFORMATION ABOUT VOTING
Who is asking for my vote?
The Trustees of Templeton Emerging Markets Income Fund (the "Fund"), in
connection with the Fund's Annual Meeting of Shareholders (the "Meeting"), have
requested your vote.
Who is eligible to vote?
Shareholders of record at the close of business on December 19, 2008 are
entitled to be present and to vote at the Meeting or any adjourned Meeting.
Each share of record is entitled to one vote (and a proportionate fractional
vote for each fractional share) on each matter presented at the Meeting. The
Notice of Meeting, the proxy card, and the proxy statement were first mailed to
shareholders of record on or about January 12, 2009.
On what issue am I being asked to vote?
You are being asked to vote on the election of four nominees to the position
of Trustee.
How do the Fund's Trustees recommend that I vote?
The Trustees unanimously recommend that you vote FOR the election of the
four nominees.
How do I ensure that my vote is accurately recorded?
You may attend the Meeting and vote in person or you may complete and return
the enclosed proxy card. If you are eligible to vote by telephone or through
the Internet, instructions are enclosed.
Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote on the Proposal, your
proxy will be voted as you indicate. If you simply sign, date and return the
proxy card, but do not specify a vote on the Proposal, your shares will be
voted FOR the election of all nominees as Trustee.
May I revoke my proxy?
You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy to the Fund that is received by the
Fund at or prior to the Meeting, or by attending the Meeting and voting in
person.
What if my shares are held in a brokerage account?
If your shares are held by your broker, then in order to vote in person at
the Meeting, you will need to obtain a "Legal Proxy" from your broker and
present it to the Inspector of Election at the Meeting. Also, in order to
revoke your proxy, you may need to forward your written revocation or a
later-dated proxy card to your broker rather than to the Fund.
.. THE PROPOSAL: ELECTION OF TRUSTEES
How are nominees selected?
The Board of Trustees of the Fund (the "Board" or the "Trustees") has a
Nominating Committee consisting of Edith E. Holiday (Chairperson), Frank J.
Crothers and Frank A. Olson, none of whom is an "interested person" of the Fund
as defined by the Investment Company Act of 1940, as amended (the "1940 Act").
Trustees who are not interested persons of the Fund are referred to as the
"Independent Trustees," and Trustees who are interested persons of the Fund are
referred to as the "Interested Trustees."
The Nominating Committee is responsible for selecting candidates to serve as
Trustees and recommending such candidates (a) for selection and nomination as
Independent Trustees by the incumbent Independent Trustees and the full Board;
and (b) for selection and nomination as Interested Trustees by the full Board.
In considering a candidate's qualifications, the Nominating Committee generally
considers the potential candidate's educational background, business or
professional experience, and reputation. In addition, the Nominating Committee
has established as minimum qualifications for Board membership as an
Independent Trustee: (1) that such candidate be independent from relationships
with the Fund's investment manager and other principal service providers both
within the terms and the spirit of the statutory independence requirements
specified under the 1940 Act and the rules thereunder; (2) that such candidate
demonstrate an ability and willingness to make the considerable time
commitment, including personal attendance at Board meetings, believed necessary
to his or her function as an effective Board member; and (3) that such
candidate have no continuing relationship as a director, officer or board
member of any U.S. registered investment company other than those within the
Franklin Templeton Investments fund complex or a closed-end business
development company primarily investing in non-public entities.
When the Board has or expects to have a vacancy, the Nominating Committee
receives and reviews information on individuals qualified to be recommended to
the full Board as nominees for election as Trustees, including any
recommendations by "Qualifying Fund Shareholders" (as defined below). Such
individuals are evaluated based upon the criteria described above. To date, the
Nominating Committee has been able to identify, and expects to continue to be
able to identify, from its own resources an ample number of qualified
candidates. The Nominating Committee, however, will review recommendations from
Qualifying Fund Shareholders to fill vacancies on the Board if these
recommendations are submitted in writing and addressed to the Nominating
Committee at the Fund's offices and are presented with appropriate background
material concerning the candidate that demonstrates his or her ability to serve
as a Trustee, including as an Independent Trustee, of the Fund. A Qualifying
Fund Shareholder is a shareholder who (i) has continuously owned of record, or
beneficially through a financial intermediary, shares of the Fund having a net
asset value of not less than two hundred fifty thousand dollars ($250,000)
during the twenty-four month period prior to submitting the recommendation; and
(ii) provides a written notice to the Nominating Committee containing the
following information: (a) the name and address of the Qualifying Fund
Shareholder making the recommendation; (b) the number of shares of the Fund
which are owned of record and beneficially by the Qualifying Fund Shareholder
and the length of time that the shares have been owned by the Qualifying Fund
Shareholder; (c) a description of all arrangements and understandings between
the Qualifying Fund Shareholder and any other person or persons (naming such
person or persons) pursuant to which the recommendation is being made; (d) the
name, age, date of birth, business address and residence address of the person
or persons being recommended; (e) such other information regarding each person
recommended by the Qualifying Fund Shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the U.S.
Securities and Exchange Commission ("SEC") had the nominee been nominated by
the Board; (f) whether the shareholder making the recommendation believes the
2
person recommended would or would not be an "interested person" of the Fund, as
defined in the 1940 Act; and (g) the written consent of each person recommended
to serve as a Trustee of the Fund if so nominated and elected/appointed.
The Nominating Committee may amend these procedures from time to time,
including the procedures relating to the evaluation of nominees and the process
for submitting recommendations to the Nominating Committee.
The Board has adopted and approved a formal written charter for the
Nominating Committee. A copy of the charter was included in the Fund's proxy
statement for its 2008 Annual Meeting of Shareholders.
Who are the nominees and Trustees?
The Board is divided into three classes. Each class has a term of three
years. Each year the term of office of one class expires. This year, the terms
of four Trustees expire. Ann Torre Bates, David W. Niemiec, Larry D. Thompson
and Robert E. Wade have been nominated for three-year terms, set to expire at
the 2012 Annual Meeting of Shareholders. These terms continue, however, until
successors are duly elected and qualified. All of the nominees are currently
members of the Board and are deemed to be Independent Trustees. In addition,
all of the current nominees and Trustees are also directors or trustees of
other Franklin(R) funds, Templeton(R) funds, and/or Mutual Series funds.
Interested Trustees of the Fund hold director and/or officer positions with
Franklin Resources, Inc. ("Resources") and its affiliates. Resources is a
publicly owned holding company, the principal shareholders of which are Charles
B. Johnson and Rupert H. Johnson, Jr., who owned approximately 16.8% and 16.0%,
respectively, of its outstanding shares as of August 31, 2008. Resources, a
global investment management organization operating as Franklin Templeton
Investments, is primarily engaged, through various subsidiaries, in providing
investment management, share distribution, transfer agent and administrative
services to a family of investment companies. Resources is a New York Stock
Exchange ("NYSE") listed holding company (NYSE: BEN). Charles B. Johnson,
Chairman of the Board, Trustee and Vice President of the Fund, and Gregory E.
Johnson, Trustee of the Fund, are father and son. Rupert H. Johnson, Jr., Vice
President of the Fund, is the brother of Charles B. Johnson and the uncle of
Gregory E. Johnson. There are no other family relationships among the Trustees
or nominees for Trustee.
Each nominee currently is available and has consented to serve if elected.
If any of the nominees should become unavailable, the designated proxy holders
will vote in their discretion for another person or persons who may be
nominated as Trustees.
Listed below, for the nominees and Trustees, are their names, years of birth
and addresses, as well as their positions and length of service with the Fund,
principal occupations during the past five years, the number of portfolios in
the Franklin Templeton Investments fund complex that they oversee, and other
directorships held by the nominee or Trustee.
3
Nominees for Independent Trustee to serve until 2012 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen
Name, Year of Birth and Address Position Time Served by Trustee* Other Directorships Held
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Ann Torre Bates (1958) Trustee Since 2008 30 SLM Corporation (Sallie Mae)
500 East Broward Blvd. and Allied Capital Corporation
Suite 2100 (financial services).
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Independent strategic and financial consultant; and formerly, Executive Vice President and Chief Financial
Officer, NHP Incorporated (manager of multifamily housing) (1995-1997); and Vice President and Treasurer,
US Airways, Inc. (until 1995).
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David W. Niemiec (1949) Trustee Since 2005 23 Emeritus Corporation (assisted
500 East Broward Blvd. living) and OSI Pharmaceuticals,
Suite 2100 Inc. (pharmaceutical products).
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Advisor, Saratoga Partners (private equity fund); and formerly, Managing Director, Saratoga Partners (1998-2001) and
SBC Warburg Dillon Read (investment banking) (1997-1998); Vice Chairman, Dillon, Read & Co. Inc. (investment
banking) (1991-1997); and Chief Financial Officer, Dillon, Read & Co. Inc. (1982-1997).
---------------------------------------------------------------------------------------------------------------------
Larry D. Thompson (1945) Trustee Since 2005 145 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Senior Vice President--Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products);
and formerly, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card
provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University
of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003).
--------------------------------------------------------------------------------------------------------------------
Robert E. Wade (1946) Trustee Since 2006 37 El Oro and Exploration Co.,
500 East Broward Blvd. p.l.c. (investments).
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Retired, former practicing attorney.
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4
Independent Trustees serving until 2011 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen
Name, Year of Birth and Address Position Time Served by Trustee* Other Directorships Held
-------------------------------------------------------------------------------------------------------------------
Harris J. Ashton (1932) Trustee Since 1993 138 Bar-S Foods (meat packing
500 East Broward Blvd. company).
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until 2002);
and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft
centers) (until 1998).
-------------------------------------------------------------------------------------------------------------------
Edith E. Holiday (1952) Lead Trustee 138 Hess Corporation (exploration
500 East Broward Blvd. Independent since 1996 and refining of oil and gas),
Suite 2100 Trustee and Lead H.J. Heinz Company (processed
Fort Lauderdale, FL 33394-3091 Independent foods and allied products), RTI
Trustee International Metals, Inc.
since 2007 (manufacture and distribution
of titanium), Canadian National
Railway (railroad) and White
Mountains Insurance Group,
Ltd. (holding company).
Principal Occupation During Past 5 Years:
Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States
and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department
(1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison--
United States Treasury Department (1988-1989).
-------------------------------------------------------------------------------------------------------------------
Constantine D. Tseretopoulos (1954) Trustee Since 1999 23 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Physician, Lyford Cay Hospital (1987-present); director of various nonprofit organizations; and formerly,
Cardiology Fellow, University of Maryland (1985-1987) and Internal Medicine Resident, Greater Baltimore
Medical Center (1982-1985).
-------------------------------------------------------------------------------------------------------------------
5
Independent Trustees serving until 2010 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen
Name, Year of Birth and Address Position Time Served by Trustee* Other Directorships Held
----------------------------------------------------------------------------------------------------------------
Frank J. Crothers (1944) Trustee Since 1999 23 Fortis, Inc. (utility holding
500 East Broward Blvd. company), Victory Nickel Inc.
Suite 2100 (mineral exploration) and
Fort Lauderdale, FL 33394-3091 ABACO Markets Limited
(retail distributors).
Principal Occupation During Past 5 Years:
Director and Vice Chairman, Caribbean Utilities Company, Ltd. and director of various other private business
and nonprofit organizations.
----------------------------------------------------------------------------------------------------------------
Frank A. Olson (1932) Trustee Since 2003 138 Hess Corporation (exploration
500 East Broward Blvd. and refining of oil and gas) and
Suite 2100 Sentient Jet (private jet service).
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and
Chief Executive Officer (1977-1999)); and formerly, Chairman of the Board, President and Chief Executive
Officer, UAL Corporation (airlines).
----------------------------------------------------------------------------------------------------------------
Interested Trustees serving until 2010 Annual Meeting of Shareholders:
**Charles B. Johnson (1933) Chairman of Chairman of 138 None
One Franklin Parkway the Board, the Board and
San Mateo, CA 94403-1906 Trustee and Trustee since
Vice 1995 and Vice
President President
since 1993
Principal Occupation During Past 5 Years:
Chairman of the Board, Member--Office of the Chairman and Director, Franklin Resources, Inc.; Director,
Templeton Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other
subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton
Investments.
----------------------------------------------------------------------------------------------------------------
6
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen
Name, Year of Birth and Address Position Time Served by Trustee* Other Directorships Held
---------------------------------------------------------------------------------------------------------------------
**Gregory E. Johnson (1961) Trustee Since 2007 92 None
One Franklin Parkway
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.;
Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some
of the other subsidiaries of Franklin Resources, Inc. and of 33 of the investment companies in Franklin
Templeton Investments.
---------------------------------------------------------------------------------------------------------------------
* We base the number of portfolios on each separate series of the U.S.
registered investment companies within the Franklin Templeton Investments
fund complex. These portfolios have a common investment manager or
affiliated investment managers, and also may share a common underwriter.
** Charles B. Johnson and Gregory E. Johnson are "interested persons" of the
Fund as defined by the 1940 Act. The 1940 Act limits the percentage of
interested persons that can comprise a fund's board of trustees. Charles B.
Johnson is considered an interested person of the Fund due to his position
as an officer, director and major shareholder of Resources, which is the
parent company of the Fund's investment manager, and his position with the
Fund. Gregory E. Johnson is considered an interested person of the Fund due
to his position as an officer, director and shareholder of Resources.
Charles B. Johnson is the father of Gregory E. Johnson. The remaining
Trustees of the Fund are Independent Trustees.
The following tables provide the dollar range of the equity securities of
the Fund and of all U.S. registered funds in the Franklin Templeton Investments
fund complex beneficially owned by the Trustees as of December 19, 2008:
Aggregate Dollar Range of Equity
Independent Trustees: Securities in all Funds in the
Dollar Range of Equity Franklin Templeton
Name of Trustee Securities in the Fund/(1)/ Investments Fund Complex
------------------------------------------------------------------------------------------
Harris J. Ashton............. $1--$10,000 Over $100,000
Ann Torre Bates.............. None Over $100,000
Frank J. Crothers............ None Over $100,000
Edith E. Holiday............. $1--$10,000 Over $100,000
David W. Niemiec............. None Over $100,000
Frank A. Olson............... None Over $100,000
Larry D. Thompson............ None Over $100,000
Constantine D. Tseretopoulos. None Over $100,000
Robert E. Wade............... $10,001--$50,000 Over $100,000
7
Aggregate Dollar Range of Equity
Interested Trustees: Securities in all Funds in the
Dollar Range of Equity Franklin Templeton
Name of Trustee Securities in the Fund/(1)/ Investments Fund Complex
----------------------------------------------------------------------------------
Charles B. Johnson... $1--$10,000 Over $100,000
Gregory E. Johnson... None Over $100,000
--------
/(1)/Dollar range based on NYSE closing price on December 19, 2008.
How often do the Trustees meet and what are they paid?
The role of the Trustees is to provide general oversight of the Fund's
business, and to ensure that the Fund is operated for the benefit of all of the
Fund's shareholders. The Trustees anticipate meeting at least five times during
the current fiscal year to review the operations of the Fund and the Fund's
investment performance, and will meet more frequently as necessary. The
Trustees also oversee the services furnished to the Fund by Franklin Advisers,
Inc., the Fund's investment manager (the "Investment Manager"), and various
other service providers.
The Fund's Independent Trustees constitute the sole independent Board
members of 14 investment companies in the Franklin Templeton Investments
complex for which each Independent Trustee currently is paid a $145,000 annual
retainer fee, together with a $7,000 per meeting fee for attendance at each
regularly scheduled Board meeting, a portion of which fees are allocated to the
Fund. To the extent held, compensation also may be paid for attendance at
specially called Board meetings. The Fund's lead Independent Trustee is paid an
annual supplemental retainer of $15,000 for service to such investment
companies, a portion of which is allocated to the Fund. Board members who serve
on the Audit Committee of the Fund and such other investment companies receive
a flat fee of $3,000 per Committee meeting attended in person and $2,000 per
telephonic meeting, a portion of which is allocated to the Fund. The Chairman
of the Audit Committee of the Fund and such other investment companies,
receives an additional fee of $15,000 per year, a portion of which is allocated
to the Fund. Members of a Committee are not separately compensated for any
committee meeting held on the day of a regularly scheduled Board meeting.
During the fiscal year ended August 31, 2008, there were five meetings of
the Board, three meetings of the Audit Committee, and four meetings of the
Nominating Committee. Each Trustee then in office attended at least 75% of the
aggregate of the total number of meetings of the Board and the total number of
meetings held by all committees of the Board on which the Trustee served. The
Fund does not currently have a formal policy regarding Trustees' attendance at
the annual shareholders' meeting. No Trustees attended the Fund's last annual
meeting held on February 22, 2008.
Independent Trustees are also reimbursed for expenses incurred in connection
with Board meetings. The Interested Trustees and certain officers of the Fund,
who are shareholders of Resources, are not compensated by the Fund for their
services, but may receive indirect remuneration due to their participation in
management fees and other fees received by the Investment Manager and its
affiliates from the funds in Franklin Templeton Investments. The Investment
Manager or its affiliates pay the salaries and expenses of the officers and the
Interested Trustees. No pension or retirement benefits are accrued as part of
Fund expenses.
The table below indicates the total fees paid to Independent Trustees by the
Fund individually and by all of the funds in Franklin Templeton Investments
fund complex. These Trustees also serve as directors or trustees of
8
other funds in Franklin Templeton Investments, many of which hold meetings at
different dates and times. The Trustees and the Fund's management believe that
having the same individuals serving on the boards of many of the funds in
Franklin Templeton Investments enhances the ability of each fund to obtain, at
a relatively modest cost to each separate fund, the services of high caliber,
experienced and knowledgeable Independent Trustees who can bring their
experience and talents to, and effectively oversee the management of, several
funds.
Number of Boards within
Aggregate Total Compensation from Franklin Templeton
Compensation Franklin Templeton Investments Fund Complex
Name of Trustee from the Fund/(1)/ Investments Fund Complex/(2)/ on which Trustee Serves/(3)/
-----------------------------------------------------------------------------------------------------------
Harris J. Ashton............. $5,837 $486,000 42
Ann Torre Bates/(4) /........ 4,321 301,750 16
Frank J. Crothers............ 5,982 193,000 14
Edith E. Holiday............. 5,984 508,250 42
David W. Niemiec............. 6,054 202,333 14
Frank A. Olson............... 5,938 489,500 42
Larry D. Thompson............ 5,898 486,000 44
Constantine D. Tseretopoulos. 5,989 129,000 14
Robert E. Wade/(4)/.......... 5,898 523,000 18
--------
/(1)/Compensation received for the fiscal year ended August 31, 2008.
/(2)/Compensation received for the 12 months ended September 30, 2008.
/(3)/We base the number of boards on the number of U.S. registered investment
companies in the Franklin Templeton Investments fund complex. This number
does not include the total number of series or funds within each
investment company for which the Board members are responsible. Franklin
Templeton Investments fund complex currently includes 46 U.S. registered
investment companies, with approximately 152 U.S. based funds or series.
/(4)/Ms. Bates and Mr. Wade also are independent trustees of Franklin Mutual
Series Funds and may, in the future, receive payments pursuant to a
discontinued retirement plan that generally provides payments to
independent board members who have served seven years or longer for such
fund.
Board members historically have followed a policy of having substantial
investments in one or more of the funds in Franklin Templeton Investments, as
is consistent with their individual financial goals. In February 1998, this
policy was formalized through adoption of a requirement that each board member
invest one-third of the fees received for serving as a director or trustee of a
Templeton fund (excluding committee fees) in shares of one or more Templeton
funds (which may include the Fund) until the value of such investments equals
or exceeds five times the annual retainer and regular Board meeting fees paid
to such Board member. Investments in the name of family members or entities
controlled by a Board member constitute fund holdings of such Board member for
purposes of this policy, and a three-year phase-in period applies to such
investment requirements for newly elected Board members. In implementing such
policy, a Board member's fund holdings existing on February 27, 1998, are
valued as of such date with subsequent investments valued at cost.
Who are the Executive Officers of the Fund?
Officers of the Fund are appointed by the Trustees and serve at the pleasure
of the Board. Listed below, for the Executive Officers, are their names, years
of birth and addresses, as well as their positions and length of service with
the Fund, and principal occupations during the past five years.
9
Name, Year of Birth and Address Position Length of Time Served
---------------------------------------------------------------------------------------------------------------------
Charles B. Johnson Chairman of the Board, Chairman of the Board
Trustee and since 1995, Trustee and Vice
Vice President President since 1993
Please refer to the table "Interested Trustees serving until 2010 Annual Meeting of Shareholders" for additional
information about Mr. Charles B. Johnson.
---------------------------------------------------------------------------------------------------------------------
Christopher J. Molumphy (1962) President and Chief Since 2002
One Franklin Parkway Executive Officer--
San Mateo, CA 94403-1906 Investment Management
Principal Occupation During Past 5 Years:
Director and Executive Vice President, Franklin Advisers, Inc.; Executive Vice President, Franklin Templeton
Institutional, LLC; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of six of the
investment companies in Franklin Templeton Investments.
---------------------------------------------------------------------------------------------------------------------
Rupert H. Johnson, Jr. (1940) Vice President Since 1996
One Franklin Parkway
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
Vice Chairman, Member--Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin
Advisers, Inc. and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and
officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc.
and of 44 of the investment companies in Franklin Templeton Investments.
----------------------------------------------------------------------------------------------------------------------
Jennifer J. Bolt (1964) Chief Executive Officer-- Since December 2008
One Franklin Parkway Finance and Administration
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
Executive Vice President--Operations and Technology, Franklin Resources, Inc.; Director, Franklin Templeton
Asset Management (India) Private Limited and Templeton Global Advisors Limited; and officer and/or director,
as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment
companies in Franklin Templeton Investments.
---------------------------------------------------------------------------------------------------------------------
Laura F. Fergerson (1962) Chief Financial Officer and Since 2008
One Franklin Parkway Chief Accounting Officer
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin
Templeton Investments; and formerly, Director and member of Audit and Valuation Committees, Runkel Funds,
Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments
(1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003).
---------------------------------------------------------------------------------------------------------------------
10
Name, Year of Birth and Address Position Length of Time Served
-----------------------------------------------------------------------------------------------------------------
John R. Kay (1940) Vice President Since 1994
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Vice President, Templeton Worldwide, Inc.; Senior Vice President, Franklin Templeton Services, LLC; and
officer of some of the other subsidiaries of Franklin Resources, Inc. and of 32 of the investment companies in
Franklin Templeton Investments; and formerly, Vice President and Controller, Keystone Group, Inc.
-----------------------------------------------------------------------------------------------------------------
Craig S. Tyle (1960) Vice President and Since 2005
One Franklin Parkway Assistant Secretary
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries
of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and
formerly, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute
(ICI) (1997-2004).
------------------------------------------------------------------------------------------------------------------
David P. Goss (1947) Vice President and Since 2000
One Franklin Parkway Assistant Secretary
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
Senior Associate General Counsel, Franklin Templeton Investments; officer and/or director, as the case maybe,
of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin
Templeton Investments.
-----------------------------------------------------------------------------------------------------------------
Robert C. Rosselot (1960) Secretary Since 2004
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources,
Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; Vice President, Secretary and Trust
Officer, Fiduciary Trust International of the South; and officer of 14 of the investment companies in Franklin
Templeton Investments.
-----------------------------------------------------------------------------------------------------------------
Gregory R. Seward (1956) Treasurer Since 2004
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Vice President, Franklin Templeton Services, LLC; officer of 18 of the investment companies in Franklin
Templeton Investments; and formerly, Vice President, JPMorgan Chase (2000-2004) and American General
Financial Group (1991-2000).
-----------------------------------------------------------------------------------------------------------------
11
Name, Year of Birth and Address Position Length of Time Served
--------------------------------------------------------------------------------------------------------------
James M. Davis (1952) Chief Compliance Officer Chief Compliance Officer since
One Franklin Parkway and Vice President-- 2004 and Vice President--
San Mateo, CA 94403-1906 AML Compliance AML Compliance since 2006
Principal Occupation During Past 5 Years:
Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin
Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly,
Director of Compliance, Franklin Resources, Inc. (1994-2001).
--------------------------------------------------------------------------------------------------------------
.. ADDITIONAL INFORMATION ABOUT THE FUND
The Investment Manager. The Investment Manager of the Fund is Franklin
Advisers, Inc., a California corporation with offices at One Franklin Parkway,
San Mateo, California 94403-1906. Pursuant to an investment management
agreement, the Investment Manager manages the investment and reinvestment of
Fund assets. The Investment Manager is a wholly owned subsidiary of Resources.
The Administrator. The administrator of the Fund is Franklin Templeton
Services, LLC ("FT Services"), with offices at 500 East Broward Boulevard,
Suite 2100, Fort Lauderdale, Florida 33394-3091. FT Services is an indirect,
wholly owned subsidiary of Resources and an affiliate of the Investment
Manager. Pursuant to an administration agreement, FT Services performs certain
administrative functions for the Fund.
The Transfer Agent. The transfer agent, registrar and dividend disbursement
agent for the Fund is BNY Mellon Shareowner Services, P.O. Box 358015,
Pittsburgh, PA 15252-8015.
The Custodian. The custodian for the Fund is JPMorgan Chase Bank, MetroTech
Center, Brooklyn, New York 11245.
Other Matters. The Fund's last audited financial statements and annual
report for the fiscal year ended August 31, 2008, are available free of charge.
To obtain a copy, please call 1-800/DIAL BEN(R) (1-800-342-5236) or forward a
written request to Franklin Templeton Investor Services, LLC, P.O. Box 33030,
St. Petersburg, Florida 33733-8030.
Principal Shareholders. As of December 19, 2008, the Fund had 47,338,848
shares outstanding and total net assets of $508,740,278.78. The Fund's shares
are listed on the NYSE (NYSE: TEI). From time to time, the number of shares
held in "street name" accounts of various securities dealers for the benefit of
their clients may exceed 5% of the total shares outstanding. To the knowledge
of the Fund's management, as of December 19, 2008, there were no other persons
holding beneficially or of record more than 5% of the Fund's outstanding shares.
In addition, to the knowledge of the Fund's management, as of December 19,
2008, no nominee or Trustee of the Fund owned 1% or more of the outstanding
shares of the Fund, and the Trustees and officers of the Fund owned, as a
group, less than 1% of the outstanding shares of the Fund.
Contacting the Board of Trustees. If a shareholder wishes to send a
communication to the Board, such correspondence should be in writing and
addressed to the Board of Trustees at the Fund's offices, 500 East
12
Broward Boulevard, Suite 2100, Fort Lauderdale, Florida 33394-3091, Attention:
Secretary. The correspondence will be given to the Board for review and
consideration.
.. AUDIT COMMITTEE
Audit Committee and Independent Registered Public Accounting Firm. The
Fund's Audit Committee is responsible for the appointment, compensation and
retention of the Fund's independent registered public accounting firm
("auditors"), including evaluating their independence, recommending the
selection of the Fund's auditors to the full Board, and meeting with such
auditors to consider and review matters relating to the Fund's financial
reports and internal auditing. The Audit Committee is currently comprised of
Ms. Bates and Messrs. Niemiec (Chairman), Crothers and Tseretopoulos, all of
whom are Independent Trustees and also are considered to be "independent" as
that term is defined by the listing standards applicable to the Fund.
Selection of Auditors. The Audit Committee and the Board have selected the
firm of Pricewaterhouse-Coopers LLP ("PwC") as auditors of the Fund for the
current fiscal year. Representatives of PwC are not expected to be present at
the Meeting, but will have the opportunity to make a statement if they wish,
and will be available should any matter arise requiring their presence.
Audit Fees. The aggregate fees paid to PwC for professional services
rendered by PwC for the audit of the Fund's annual financial statements or for
services that are normally provided by PwC in connection with statutory and
regulatory filings or engagements were $41,805 for the fiscal year ended
August 31, 2008 and $39,345 for the fiscal year ended August 31, 2007.
Audit-Related Fees. For the fiscal years ended August 31, 2008 and 2007,
there were no fees paid to PwC by the Fund for assurance and related services
by PwC to the Fund that are reasonably related to the performance of the audit
or review of the Fund's financial statements and not reported under "Audit
Fees" above.
In addition, the Audit Committee pre-approves PwC's engagement for
audit-related services to be provided to the Investment Manager and certain
entities controlling, controlled by, or under common control with the
Investment Manager that provide ongoing services to the Fund that are
reasonably related to the performance of the audit or review of their financial
statements. There were no fees paid to PwC for such services for the fiscal
year ended August 31, 2008 or for the fiscal year ended August 31, 2007.
Tax Fees. PwC did not render any tax compliance, tax advice or tax planning
services ("tax services") to the Fund for the fiscal year ended August 31, 2008
or for the fiscal year ended August 31, 2007.
In addition, the Audit Committee pre-approves PwC's engagement for tax
services to be provided to the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund. The fees for these services were $0
for the fiscal year ended August 31, 2008 and $46,000 for the fiscal year ended
August 31, 2007. The services for which these fees were paid included tax
compliance and advice.
All Other Fees. The aggregate fees paid for products and services provided
by PwC to the Fund, other than the services reported above, were $518 for the
fiscal year ended August 31, 2008 and $0 for the fiscal year ended August 31,
2007. The services for which these fees were paid included review of materials
provided to the Board in connection with the investment management contract
renewal process.
13
In addition, the Audit Committee pre-approves PwC's engagement for other
services to be provided to the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund. The aggregate fees paid to PwC for
such other services and not reported above were $283,559 for the Fund's fiscal
year ended August 31, 2008 and $0 for the Fund's fiscal year ended August 31,
2007. The services for which these fees were paid included review of materials
provided to the Board in connection with the investment management contract
renewal process.
Aggregate Non-Audit Fees. The aggregate fees paid to PwC for non-audit
services provided by PwC to the Fund, to the Investment Manager or to any
entity controlling, controlled by, or under common control with the Investment
Manager that provide ongoing services to the Fund were $284,077 for the fiscal
year ended August 31, 2008 and $46,000 for the fiscal year ended August 31,
2007. The aggregate non-audit fees include the amounts shown under Tax Fees and
All Other Fees above for the Fund's fiscal years ended August 31, 2008 and
August 31, 2007, respectively.
The Audit Committee has determined that the provision of the non-audit
services that were rendered to the Investment Manager and to any entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund is compatible with maintaining PwC's
independence.
Audit Committee Pre-Approval Policies and Procedures. As of the date of
this proxy statement, the Audit Committee has not adopted written pre-approval
policies and procedures. As a result, all such services described above and
provided by PwC must be directly pre-approved by the Audit Committee.
Audit Committee Report. The Board has adopted and approved a formal written
charter for the Audit Committee, which sets forth the Audit Committee's
responsibilities. A copy of the charter was included in the Fund's proxy
statement for its 2008 Annual Meeting of Shareholders.
As required by the charter, the Audit Committee reviewed the Fund's audited
financial statements and met with management, as well as with PwC, the Fund's
auditors, to discuss the financial statements.
The Audit Committee received the written disclosures and the letter from PwC
required by the applicable requirements of the Public Company Accounting
Oversight Board regarding PwC's communications with the Audit Committee
concerning independence. The Audit Committee also received the report of PwC
regarding the results of their audit. In connection with their review of the
financial statements and the auditors' report, the members of the Audit
Committee discussed with a representative of PwC, PwC's independence, as well
as the following: the auditors' responsibilities in accordance with generally
accepted auditing standards; the auditors' responsibilities for information
prepared by management that accompanies the Fund's audited financial statements
and any procedures performed and the results; the initial selection of, and
whether there were any changes in, significant accounting policies or their
application; management's judgments and accounting estimates; whether there
were any significant audit adjustments; whether there were any disagreements
with management; whether there was any consultation with other accountants;
whether there were any major issues discussed with management prior to the
auditors' retention; whether the auditors encountered any difficulties in
dealing with management in performing the audit; and the auditors' judgments
about the quality of the Fund's accounting principles.
Based on its review and discussions with management and the Fund's auditors,
the Audit Committee did not become aware of any material misstatements or
omissions in the financial statements. Accordingly, the Audit
14
Committee recommended to the Board that the audited financial statements be
included in the Fund's Annual Report to Shareholders for the fiscal year ended
August 31, 2008 for filing with the U.S. Securities and Exchange Commission.
AUDIT COMMITTEE
David W. Niemiec (Chairman)
Anne Torre Bates
Frank J. Crothers
Constantine D. Tseretopoulos
.. FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. Your vote is being solicited by the Trustees. The
cost of soliciting proxies, including the fees of a proxy soliciting agent, is
borne by the Fund. The Fund reimburses brokerage firms and others for their
expenses in forwarding proxy material to the beneficial owners and soliciting
them to execute proxies. In addition, the Fund may retain a professional proxy
solicitation firm to assist with any necessary solicitation of proxies. The
Fund expects that the solicitation would be primarily by mail, but may also
include telephone, facsimile, electronic or other means of communication. If
the Fund does not receive your proxy by a certain time you may receive a
telephone call from a proxy soliciting agent asking you to vote. If
professional proxy solicitors are retained, it is expected that soliciting fees
would be approximately $5,000, plus expenses. The Fund does not reimburse
Trustees and officers of the Fund, or regular employees and agents of the
Investment Manager involved in the solicitation of proxies. The Fund intends to
pay all costs associated with the solicitation and the Meeting.
Voting by Broker-Dealers. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that
current NYSE Rules permit the broker-dealers to vote on the Proposal on behalf
of their customers and beneficial owners. Certain broker-dealers may exercise
discretion over shares held in their name for which no instructions are
received by voting these shares in the same proportion as they vote shares for
which they received instructions.
Quorum. A majority of the Fund's shares entitled to vote--present in person
or represented by proxy--constitutes a quorum at the Meeting. The shares over
which broker-dealers have discretionary voting power, the shares that represent
"broker non-votes" (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter), and the shares whose proxies reflect an
abstention on any item will all be counted as shares present and entitled to
vote for purposes of determining whether the required quorum of shares exists.
Method of Tabulation. Provided a quorum is present at the Meeting, the
Proposal to elect Trustees requires the affirmative vote of a plurality of the
votes cast of the holders of the shares present in person or represented by
proxy at the Meeting and entitled to vote on the election of Trustees.
Abstentions and broker non-votes will be treated as votes present at the
Meeting, but will not be treated as votes cast. Abstentions and broker
non-votes, therefore, will have no effect on the Proposal.
15
Simultaneous Meetings. The Meeting is to be held at the same time as the
annual meetings of shareholders of Templeton Emerging Markets Fund and
Templeton Global Income Fund. If any shareholder at the Meeting objects to the
holding of simultaneous meetings and moves for an adjournment of the Meeting to
a time promptly after the simultaneous meetings, the persons designated as
proxies will vote in favor of such adjournment.
Adjournment. The Chairman of the Board or an authorized officer of the Fund
for the Meeting, or the holders of a majority of the shares present (in person
or by proxy) and entitled to vote at the Meeting, may adjourn the Meeting from
time to time. Such authority to adjourn the Meeting may be used in the event
that a quorum is not present at the Meeting or, in the event that a quorum is
present but sufficient votes have not been received to approve the Proposal, or
for any other reason consistent with Delaware law and the Fund's By-Laws,
including to allow for the further solicitation of proxies. Unless otherwise
instructed by a shareholder granting a proxy, the persons designated as proxies
may use their discretionary authority to vote as instructed by management of
the Fund on questions of adjournment and on any other proposals raised at the
Meeting to the extent permitted by the SEC's proxy rules, including proposals
for which management of the Fund did not have timely notice, as set forth in
the SEC's proxy rules and the Fund's proxy statement for the 2008 annual
meeting.
Shareholder Proposals. The Fund anticipates that its 2010 Annual Meeting of
Shareholders will be held on or about February 26, 2010. A shareholder who
wishes to submit a proposal for consideration for inclusion in the Fund's proxy
statement for the 2010 Annual Meeting of Shareholders must send such written
proposal to the Fund's offices at 500 East Broward Boulevard, Suite 2100, Fort
Lauderdale, Florida 33394-3091, Attention: Secretary, so that it is received no
later than September 14, 2009 in order to be included in the Fund's proxy
statement and proxy card relating to that meeting and presented at the meeting.
A shareholder of the Fund who has not submitted a written proposal for
inclusion in the Fund's proxy statement by September 14, 2009, as described
above, may nonetheless present a proposal at the Fund's 2010 Annual Meeting of
Shareholders if such shareholder notifies the Fund in writing at the Fund's
offices, of such proposal not earlier than September 29, 2009 and not later
than October 29, 2009. If a shareholder fails to give notice within these
dates, then the matter shall not be eligible for consideration at the
shareholders' meeting. If, notwithstanding the effect of the foregoing notice
provisions, a shareholder proposal is acted upon at the 2010 Annual Meeting of
Shareholders, the persons designated as proxies for the 2010 Annual Meeting of
Shareholders may exercise discretionary voting power with respect to any
shareholder proposal not received by the Fund at the Fund's offices by
November 28, 2009. A shareholder proposal may be presented at the 2010 Annual
Meeting of Shareholders only if such proposal concerns a matter that may be
properly brought before the meeting under applicable federal proxy rules and
state law.
In addition to the requirements set forth above, a shareholder must comply
with the following:
1. A shareholder intending to present a proposal must (i) be entitled to
vote at the meeting; (ii) comply with the notice procedures set forth in
this proxy statement and in the Fund's By-Laws; and (iii) have been a
shareholder of record at the time the shareholder's notice was received by
the Secretary of the Fund.
2. A notice regarding nomination for the election of Trustees shall set
forth in writing (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice; (ii) the
principal occupation or employment of each such nominee; (iii) the number of
outstanding shares of the Fund which are beneficially owned by each such
nominee; and (iv) all such other information regarding each such nominee as
would have been required to be included in a proxy statement filed pursuant
to the
16
proxy rules of the SEC had each such nominee been nominated by the Trustees
of the Fund. In addition, the shareholder making such nomination shall
promptly provide any other information reasonably requested by the Fund.
3. A notice regarding a business proposal shall set forth in writing as
to each matter: (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at
the meeting; (ii) the name and address, as they appear on the Fund's books,
of the shareholder proposing such business; (iii) the number of shares of
the Fund which are beneficially owned by the shareholder; (iv) any material
interest of the shareholder in such business; and (v) all such other
information regarding each such matter that would have been required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC
had each such matter been proposed by the Trustees of the Fund.
Submission of a proposal by a shareholder does not guarantee that the
proposal will be included in the Fund's proxy statement or presented at the
meeting.
By Order of the Board of Trustees,
Robert C. Rosselot
Secretary
January 12, 2009
17
TLTEI PROXY 01/09
TEMPLETON EMERGING MARKETS INCOME FUND
ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 22, 2009
The undersigned hereby revokes all previous proxies for his/her shares of
Templeton Emerging Markets Income Fund (the "Fund") and appoints KIMBERLY H.
NOVOTNY, ROBERT C. ROSSELOT and LORI A. WEBER, and each of them, proxies of the
undersigned with full power of substitution to vote all shares of the Fund that
the undersigned is entitled to vote at the Fund's Annual Meeting of Shareholders
(the "Meeting") to be held at 500 East Broward Boulevard, 12th Floor, Fort
Lauderdale, Florida 33394 at 12 Noon, Eastern time, on February 20, 2009,
including any postponements or adjournments thereof, upon the matter set forth
below and instructs them to vote upon any matters that may properly be acted
upon at the Meeting.
This Proxy is solicited on behalf of the Board of Trustees. It will be voted as
specified. If no specification is made, this Proxy shall be voted FOR the
Proposal (including all nominees for trustee). If any other matters properly
come before the Meeting to be voted on, the proxy holders will vote, act and
consent on those matters in accordance with the views of management.
BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
(Continued and to be signed on the other side)
-------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
You can now access your TEMPLETON EMERGING MARKETS INCOME FUND account online.
Access your Fund account online via Investor ServiceDirect(R) (ISD).
The transfer agent for the Fund now makes it easy and convenient to get current
information on your shareholder account.
o View account status o Make address changes
o View certificate history o Obtain a duplicate 1099 tax form
o View book-entry information o Establish/change your PIN
o View payment history for dividends
Visit us on the web at htpp://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
www.bnymellon.com/shareowner/isd
Investor ServiceDirect(R)
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163
Please
mark here
for address |_|
change or
comment noted
on proxy
The Board of Truste es unanimously recommends a vote FOR the Proposal.
Proposal - Election of Trustees.
FOR WITHHOLD AUTHORITY
all nominees listed to vote for
(except as marked below) all nominees listed
|_| |_|
Nominees: 01 Ann Torre Bates, 02 David W. Niemiec,
03 Larry D. Thompson, and 04 Robert E. Wade
To withhold authority to vote for any individual nominee, write that nominee's
name on the line below.
________________________________________________________________________________
YES NO
I PLAN TO ATTEND THE MEETING. |_| |_|
Mark Here for
Adress Change or [ ]
Comments
Signature(s):__________________________________________Dated______________, 2009
Please sign exactly as your name appears on this Proxy. If signing for estates,
trusts or corporations, title or capacity should be stated. If shares are held
jointly, each holder should sign.
--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING.
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting are available through 11:59 PM East Time
the day prior to the shareholder meeting date.
--------------------------------------------------------------------------------
Internet
http://www.proxyvoting.com/tei
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site, or vote your proxy through ISD at:
www.bnymellon.com/shareowner/isd
--------------------------------------------------------------------------------
OR
--------------------------------------------------------------------------------
Telephone
1-866-540-5760
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call.
--------------------------------------------------------------------------------
If you vote your proxy by Internet or by telephone, you do NOT need to mail back
your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the
enclosed postage-paid envelope.