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 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)(4)(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:

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FRANKLIN/R/ TEMPLETON/R/
INVESTMENTS

TEMPLETON EMERGING MARKETS FUND

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the Annual Meeting of Shareholders scheduled for
February 27, 200425, 2005 at 10:00 a.m.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 Fund (the "Fund"). If you specify
a vote foron the Proposal, your proxy will be voted as you indicate. If you simply
sign and date the proxy card, but do not specify a vote foron 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, a control number and
separate instructions
are enclosed.

[LOGO]
FRANKLIN/R/ TEMPLETON/R/
INVESTMENTS

TEMPLETON EMERGING MARKETS FUND

NOTICE OF 20042005 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders (the "Meeting") of Templeton Emerging
Markets Fund (the "Fund") will be held at the Fund's offices, 500 East Broward
Boulevard, 12th Floor, Fort Lauderdale, Florida 33394-3091 on February 27, 200425, 2005
at 10:00 a.m.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,

Barbara J. GreenRobert C. Rosselot
Secretary

January 20, 200418, 2005

Many shareholders hold shares in more than one Templeton fund and will
receive proxy material for each fund owned. Please sign and promptly return
each proxy card in the self-addressed envelope regardless of the number of
shares you own.

TEMPLETON EMERGING MARKETS FUND

PROXY STATEMENT

..INFORMATION ABOUT VOTING

Who is asking for my vote?

The Trustees of Templeton Emerging Markets Fund (the "Fund"), in connection
with the Fund's Annual Meeting of Shareholders, have requested your vote.

Who is eligible to vote?

Shareholders of record at the close of business on January 2,December 30, 2004 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 20, 2004.18, 2005.

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, a control number and separate 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 foron 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 foron the Proposal, your shares will be
voted FOR the election of all nominees foras 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 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.

..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 (the "Committee") consisting of Edith E. Holiday (Chairman), Frank J.
Crothers Edith
E. Holiday and Gordon S. Macklin, none of whom is an "interested person" 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"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: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 mutual fundinvestment company other than those within the Franklin Templeton
Investments fund complex.

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 shareholders."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 shareholders'
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.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 and 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 such Qualifying Fund Shareholder
and the length of time that such shares have been so owned by the Qualifying
Fund Shareholder; (c) a description of all arrangements and understandings
between such 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 such 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 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 is attached as Exhibit A to this
proxy statement.

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. HarmonHarris J. Ashton, Frank J. Crothers, S. Joseph
Fortunato and Edith E. Burns, Charles B. Johnson, Frank A. Olson
and Constantine D. TseretopoulosHoliday have been nominated for three-year terms, set to
expire at the 20072008 Annual Meeting of Shareholders. These terms continue,
however, until successors are duly elected and qualified. Among these Trustees,
Harmon E. Burns and Charles B. Johnson are each deemed to be an "interested
person" for purposes of the 1940 Act. All of the nominees
are currently members of the Board; however, Mr. Olson is standing for election by shareholders of
the Fund for the first time. An incumbentBoard and are considered Independent Trustee recommended Mr.
Olson for consideration by the Committee as a nominee for Trustee.Trustees. In
addition, all of the current nominees and Trustees are also directors or
trustees of other Franklin(R) funds and/or Templeton(R) funds.

Certain 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 18.14%18.12% and
15.47%15.16%,

2 respectively, of its outstanding shares as of August 31, 2003.2004.
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, Inc. ("NYSE") listed holding company (NYSE: BEN). Charles
B. Johnson, Chairman of the Board, Trustee and Vice President of the Fund, and
Rupert H. Johnson, Jr., Vice President of the Fund, are brothers. There are no
family relationships among any of 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, ages 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 any
other directorships held by the nominee or Trustee.

Nominees for Independent Trustee to serve until 20072008 Annual Meeting of
Shareholders:

Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Time Overseen by
Name, Age and Address Position Time Served Trustee* Other Directorships Held
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Frank A. Olson (71)Harris J. Ashton (72) Trustee Since 2003 201992 142 Director, Becton, DickinsonBar-S Foods
500 East Broward Blvd. and Co. (medical technology);(meat packing 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).
- ---------------------------------------------------------------------------------------------------------------
Frank J. Crothers (60) Trustee Since 1999 21 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Chairman, Island Corporate Holdings Ltd.; Director and Vice Chairman, Caribbean Utilities Co. Ltd.; Director,
Provo Power Company Ltd.; director of various other business and nonprofit organizations; and formerly,
Chairman, Atlantic Equipment & Power Ltd. (1977-2003).
- ---------------------------------------------------------------------------------------------------------------
S. Joseph Fortunato (72) Trustee Since 1992 143 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Attorney; and formerly, member of the law firm of Pitney, Hardin, Kipp & Szuch.
- ---------------------------------------------------------------------------------------------------------------
Edith E. Holiday (52) Trustee Since 1996 98 Director, Amerada Hess
500 East Broward Blvd. Corporation (exploration and
Suite 2100 refining of oil and gas); H.J.
Fort Lauderdale, FL 33394-3091 Heinz Company (processed
foods and allied products); RTI
International Metals, Inc.
(manufacture and distribution of
titanium); Canadian National
Railway (railroad); and White
Mountains Insurance Fort Lauderdale, FL 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); 33394-3091General 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).
- ------------------------------------------------------------------------------------------------------------------

Independent Trustees serving until 2007 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen by
Name, Age and Address Position Time Served Trustee* Other Directorships Held
- ---------------------------------------------------------------------------------------------------------
Frank A. Olson (72) Trustee Since 2003 21 Director, White Mountains
500 East Broward Blvd. Insurance Group Ltd. (holding
Suite 2100 company), Amerada Hess
Fort Lauderdale, FL 33394-3091 Corporation (exploration and
refining of oil and gas) and
Sentient Jet (private jet service);
and formerly, Director, Becton
Dickinson and Co. (medical
technology), Cooper Industries
(electrical products and tools and
hardware), Health Net (formerly
Foundation Health), The Hertz
Corporation, Pacific Southwest
Airlines, The RCA Corporation,
Unicom (formerly
Commonwealth Edison) and UAL
Corporation (airlines).

Principal Occupation During Past 5 Years:
Chairman of the Board,Emeritus, The Hertz Corporation (car rental) (since 1980) (Chief2000) (Chairman of the Board (1980-2000) and
Chief Executive Officer 1977-1999)(1977-1999)); and formerly, Chairman of the Board, President and Chief Executive
Officer, UAL Corporation (airlines).
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Constantine D. Tseretopoulos (49)(50) Trustee Since 1999 2021 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Physician, Lyford Cay Hospital (1987-present); and director of various nonprofit organizations; and formerly,
Cardiology Fellow, University of Maryland (1985-1987) and Internal Medicine Resident, Greater Baltimore
Medical Center (1982-1985).
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Nominees for

Interested Trustee to serveTrustees serving until 2007 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen by
Name, Age and Address Position Time Served Trustee* Other Directorships Held
- --------------------------------------------------------------------------------------------------------------------
**Harmon E. Burns (58)(59) Trustee Trustee since 3836 None
One Franklin Parkway and since
San Mateo, CA 94403-1906 Vice 1992 and
San Mateo, CA President Vice
President
94403-1906
since 1996

Principal Occupation During Past 5 Years:
Vice Chairman, Member--Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and
Director, Franklin Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; Director,
Franklin Investment Advisory Services, 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 4948 of the investment companies in Franklin Templeton
Investments.
- --------------------------------------------------------------------------------------------------------------------
**Charles B. Johnson (70)(71) Chairman Chairman of 142 None
One Franklin Parkway of the of the Board and
San Mateo, CA 94403-1906 Board, Board and
Trustee since
94403-1906 Trustee 1995 and
and Vice since 1995
President and
Vice President
President
since 1992

Principal Occupation During Past 5 Years:
Chairman of the Board, Member--Office of the Chairman and Director, Franklin Resources, Inc.; Vice
President, Franklin Templeton Distributors, Inc.; Director, Fiduciary Trust Company International; and officer
and/or director or trustee, 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.
- --------------------------------------------------------------------------------------------------------------------

Independent Trustees serving until 2006 Annual Meeting of Shareholders:
Betty P. Krahmer (74) Trustee Since 1990 21 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

Principal Occupation During Past 5 Years:
Director or Trustee of various civic associations; and formerly, Economic Analyst, U.S. government.
- --------------------------------------------------------------------------------------------------------------------

Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen by
Name, Age and Address Position Time Served Trustee* Other Directorships Held
- ----------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Gordon S. Macklin (75)(76) Trustee Since 1993 142 Director, White Mountains
Insurance
500 East Broward Blvd. Insurance Group, Ltd. (holding
Suite 2100 company); Martek Suite 2100 Biosciences Corporation; MedImmune,
Fort Lauderdale, FL 33394-3091 Corporation; MedImmune, Inc.
(biotechnology); and
Overstock.com 33394-3091 (Internet services); and Spacehab, Inc.
(aerospace
services); and formerly,
Director, MCI Communication
Corporation (subsequently
known as MCI WorldCom, Inc.
and WorldCom, Inc.)
(communications(communication services)
(1988-2002) and Spacehab,
Inc. (aerospace services)
(1994-2003).

Principal Occupation During Past 5 Years:
Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company); and formerly, Chairman, White
River Corporation (financial services) (1993-1998) and Hambrecht & Quist Group (investment banking)
(1987-
1992)(1987-1992); and President, National Association of Securities Dealers, Inc. (1970-1987).
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Fred R. Millsaps (74)(75) Trustee Since 1990 28 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Director of various business and nonprofit organizations; manager of personal investments (1978-present); and
formerly, Chairman and Chief Executive Officer, Landmark Banking Corporation (1969-1978); Financial Vice
President, Florida Power and Light (1965-1969); and Vice President, Federal Reserve Bank of Atlanta
(1958-1965).
- ----------------------------------------------------------------------------------------------------------------

Independent Trustees serving until 2005 Annual Meeting of Shareholders:
Harris J. Ashton (71) Trustee Since 1992 142 Director, Bar-S Foods (meat packing
500 East Broward Blvd. company).
Suite 2100
Fort Lauderdale, FL
33394-3091

Frank J. Crothers (59) Trustee Since 1999 20 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

Principal Occupation During Past 5 Years:
Chairman, Ventures Resources Corporation (Vice Chairman 1996-2003); Vice Chairman, Caribbean Utilities Co.
Ltd.; Director and President, Provo Power Company Ltd.; Director, Caribbean Electric Utility Services
Corporation (Chairman until 2002); director of various other business and nonprofit organizations; and formerly,
Chairman, Atlantic Equipment & Power Ltd. (1977-2003).
- ------------------------------------------------------------------------------------------------------------------
S. Joseph Fortunato (71) Trustee Since 1992 143 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

Principal Occupation During Past 5 Years:
Attorney; and formerly, member of the law firm of Pitney, Hardin, Kipp & Szuch.
- ------------------------------------------------------------------------------------------------------------------
Edith E. Holiday (51) Trustee Since 1996 96 Director, Amerada Hess
500 East Broward Blvd. Corporation (exploration and
Suite 2100 refining of oil and gas);
Fort Lauderdale, FL Beverly Enterprises, Inc.
33394-3091 (health care); H.J. Heinz
Company (processed foods and
allied products); RTI
International Metals, Inc.
(manufacture and distribution
of titanium); and Canadian
National Railway (railroad).

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).
- ------------------------------------------------------------------------------------------------------------------

Interested Trustee serving until 2005 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen by
Name, Age and Address Position Time Served Trustee* Other Directorships Held
- --------------------------------------------------------------------------------------------------------------
**Nicholas F. Brady (73) Trustee Since 1993 21 Director, Amerada Hess
500 East Broward Blvd. Corporation (exploration and
Suite 2100 refining of oil and gas); and
Fort Lauderdale, FL C2, Inc. (operating and
33394-3091 investment business); and
formerly, Director, H.J. Heinz
Company (processed foods and
allied products) (1987-1988;
1993-2003).

Principal Occupation During Past 5 Years:
Chairman, Darby Overseas Investments, Ltd., Darby Emerging Markets Investments LDC and Darby
Technology Ventures Group, LLC (investment firms) (1994-present); Director, Templeton Capital Advisors Ltd.
and Franklin Templeton Investment Fund; and formerly, Chairman, Templeton Emerging Markets Investment
Trust PLC (until 2003), Secretary of the United States Department of the Treasury (1988-1993); Chairman of the
Board, Dillon, Read & Co., Inc. (investment banking) (until 1988); and U.S. Senator, New Jersey (April 1982-
December 1982).
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

** Nicholas F. Brady, Harmon E. Burns and Charles B. 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. Mr. Johnson is
considered an interested person of the Fund due to his position as an
officer and director and major shareholder of Resources, which is the parent
company of the Fund's Investment

Manager, and his position with the Fund. Mr. Burns is considered an
interested person of the Fund due to his position as an officer and director
of Resources and his position with the Fund. Mr. Brady's status as an interested person results
from his business affiliations with Resources and Templeton Global Advisors
Limited. On October 1, 2003, Resources acquired all of the shares of Darby
Overseas Investments, Ltd. ("Darby Investments") and the remaining portion
of the limited partner interests not currently owned by Resources of Darby
Overseas Partners, L.P. ("Darby Partners"). Mr. Brady, formerly a
shareholder of Darby Investments and a partner of Darby Partners, will
continue as Chairman of Darby Investments, which is the corporate general
partner of Darby Partners. In addition, Darby Partners and Templeton Global
Advisors Limited are limited partners of Darby Emerging Markets Fund, L.P.
("DEMF"). Mr. Brady will also continue to serve as Chairman of the corporate
general partner of DEMF, and Darby Partners and Darby Investments own 100%
of the stock of the general partner of DEMF. Resources also is an investor
in Darby Technology Ventures Group, LLC ("DTV") in which Darby Partners is a
significant investor and for which Darby Partners has the right to appoint a
majority of the directors. Templeton Global Advisors Limited also

is a limited partner in Darby--BBVA Latin America Private Equity Fund, L.P.
("DBVA"), a private equity fund in which Darby Partners is a significant
investor, and the general partner of which Darby Partners controls jointly
with an unaffiliated third party. Mr. Brady is also a director of Templeton
Capital Advisors Ltd. ("TCAL"), which serves as investment manager to
certain unregistered funds. TCAL and Templeton Global Advisors Limited are
both indirect subsidiaries of Resources. The remaining nominees and
Trustees of the Fund are Independent Trustees.

The following tables provide the dollar range of the equity securities of
the Fund and of all funds overseen by the Trustees in the Franklin Templeton
Investments fund complex beneficially owned by the Trustees of the Fund as of December 31,
2003.2004.

Independent Trustees:

Aggregate Dollar Range of Equity
Securities in all Funds Overseen by the
Dollar Range of Equity Trustee in the Franklin Templeton
Name of Trustee Securities in the Fund Investments Fund Complex
- -------------------------------------------------------------------------------------------

Harris J. Ashton............ $1--$10,000$1 - $10,000 Over $100,000
Frank J. Crothers........... None Over $100,000
S. Joseph Fortunato......... $1--$10,000$1 - $10,000 Over $100,000
Edith E. Holiday............ $1--$10,000 Over $100,000
Betty P. Krahmer............ $10,001--$50,000$1 - $10,000 Over $100,000
Gordon S. Macklin........... $1--$10,000$10,001 - $50,000 Over $100,000
Fred R. Millsaps............ None Over $100,000
Frank A. Olson.............. None Over $100,000
Frank A. Olson.............. None Over $100,000
Constantine D. Tseretopoulos None Over $100,000

Interested Trustees:
Aggregate Dollar Range of Equity
Securities in all Funds Overseen by the
Dollar Range of Equity Trustee in the Franklin Templeton
Name of Trustee Securities in the Fund Investments Fund Complex
- -------------------------------------------------------------------------------------------
Nicholas F. Brady........... $10,001--$50,000 Over $100,000---------------------------------------------------------------------------------

Harmon E. Burns.............Burns... None Over $100,000
Charles B. Johnson.......... $10,001--$50,000Johnson $10,001 - $50,000 Over $100,000

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
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. The Trustees also oversee the services furnished to the
Fund by Templeton Asset Management Ltd.--Hong Kong Branch, the Fund's
investment manager (the "Investment Manager"), and various other service
providers. The Fund currently pays the Independent Trustees and Mr. Brady an annual retainer
of $2,000 and a fee of $200 per Board meeting attended. Trustees serving on the
Audit Committee of the Fund and other investment companies in Franklin
Templeton Investments receive a flat fee of $2,000 per Audit Committee meeting
attended, a portion of which is allocated to the Fund. Members of a committee
are not compensated for any committee meeting held on the day of a Board
meeting.

During the fiscal year ended August 31, 2003,2004, there were five meetings of
the Board, three meetings of the Audit Committee, and five 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' meetings. One Trusteemeeting. No Trustees attended the Fund's
last annual meeting held on February 28, 2003.27, 2004.

Certain Trustees and officers of the Fund are shareholders of Resources and
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. No pension or
retirement benefits are accrued as part of Fund expenses.

Number of Boards within
Total Compensation from Franklin Templeton
Aggregate Compensation Franklin Templeton Investments Fund Complex
Name of Trustee from the Fund* Investments Fund Complex** on which Trustee Serves***
- ---------------------------------------------------------------------------------------------------------

Harris J. Ashton............ $3,000 $369,700 46
Nicholas F. Brady........... 3,000 82,300 15
Frank J. Crothers........... 3,042 106,400 14
S. Joseph Fortunato......... 3,000 369,700 47
Andrew H. Hines, Jr.****.... 3,024 202,225 1
Edith E. Holiday............ 3,000 297,707 32
Betty P. Krahmer............ 3,000 136,100 15
Gordon S. Macklin........... 3,000 369,700 46
Fred R. Millsaps............ 3,024 204,225 17
Frank A. Olson*****......... 533 54,150 14
Constantine D. Tseretopoulos 3,042 104,600 14

- --------
* Compensation received for the fiscal year ended August 31, 2003.
** Compensation received for the calendar year ended December 31, 2003.
*** 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 currently includes 51 registered investment
companies, with approximately 154 U.S. based funds or series.
**** Mr. Hines retired effective December 31, 2003.
***** Mr. Olson was appointed to the Board in May 2003.

The table abovebelow indicates the total fees paid to Independent Trustees by the
Fund individually and by all of the funds in Franklin Templeton Investments.
These Trustees also serve as directors or trustees of 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 more effectively oversee the
management of the funds.
Number of Boards within
Aggregate Total Compensation from Franklin Templeton
Compensation Franklin Templeton Investments Fund Complex
Name of Trustee from the Fund* Investments Fund Complex** on which Trustee Serves***
- -------------------------------------------------------------------------------------------------

Harris J. Ashton............ $3,000 $370,100 46
Frank J. Crothers........... 3,023 138,500 15
S. Joseph Fortunato......... 3,000 372,100 47
Andrew H. Hines, Jr.****.... 1,209 0 0
Edith E. Holiday............ 3,000 360,527 33
Betty P. Krahmer*****....... 1,800 26,900 0
Gordon S. Macklin........... 3,000 368,101 46
Fred R. Millsaps............ 3,025 222,125 17
Frank A. Olson.............. 3,105 147,250 15
Constantine D. Tseretopoulos 3,023 140,500 15

- --------
*Compensation received for the fiscal year ended August 31, 2004.
**Compensation received for the calendar year ended December 31, 2004.
***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 currently includes 51 U.S. registered
investment companies, with approximately 154 U.S. based funds or
series.
****Mr. Hines retired from the Board effective December 31, 2003.
*****Ms. Krahmer retired from the Board effective February 24, 2004.

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 in shares of one or more Templeton funds and one-third of the
fees received for serving as a director or trustee of a Franklin fund in shares
of one or more Franklin funds until the value of such investments equals or
exceeds five times the annual 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 this policy, a board member's fund
holdings existing on February 27, 1998 were 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, ages
and addresses, as well as their positions and length of service with the Fund,
and principal occupations during the past five years.

Charles B. Johnson Chairman of the Board, Trustee Chairman of the Board
Trustee and Vice President and Trustee since 1995 and
Vice President since 1992

Please refer to the table "Nominees for Interested Trustee to serve"Interested Trustees serving until 2007 Annual Meeting of Shareholders" for additional
information about Mr. Charles B. Johnson.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Harmon E. Burns Trustee and Trustee since 1992 and
Vice President Vice President since 1996

Please refer to the table "Interested Trustees serving until 2007 Annual Meeting of Shareholders" for additional
information about Mr. Harmon E. Burns.
- ----------------------------------------------------------------------------------------------------------------
Mark Mobius (67)(68) President and Chief Executive President since 1987 and Chief
17th Floor, The Chater House Officer--Investment ManagementExecutive Officer-- Executive Officer--Investment
8 Connaught Road Investment Management Management since 2002
Central Hong Kong

Principal Occupation During Past 5 Years:
Portfolio Manager of various Templeton advisory affiliates; Managing Director, Templeton Asset Management
Ltd.; Executive Vice President and Director, Templeton Global Advisors Limited; and officer and/or director, as
the case may be, of some of the subsidiaries of Franklin Resources, Inc. and of six of the investment companies
in Franklin Templeton Investments; and formerly, President, International Investment Trust Company Limited
(investment manager of Taiwan R.O.C. Fund) (1986-1987); and Director, Vickers da Costa, Hong Kong
(1983-1986).
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
- ---------------------------------------------------------------------------------------------------------

Rupert H. Johnson, Jr. (63)(64) 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.; Vice
President and Director, Franklin Templeton Distributors, Inc.; Director, Franklin Advisers, Inc. and
Franklin Investment Advisory Services, 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 49 of the investment companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
- ----------------------------------------------------------------------------------------------------------------

Harmon E. Burns Trustee and Vice President Trustee since 1992 and
Vice President since 1996
Please refer to the table "Nominees for Interested Trustee to serve until 2007 Annual Meeting of Shareholders"
for additional information about Mr. Harmon E. Burns.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Martin L. Flanagan (43)(44) Vice President Since 1989
One Franklin Parkway
San Mateo, CA 94403-1906

Principal Occupation During Past 5 Years:
Co-President and Chief Executive Officer, Franklin Resources, Inc.; Senior Vice President and Chief
Financial Officer, Franklin Mutual Advisers, LLC; Executive Vice President, Chief Financial Officer
and Director, Templeton Worldwide, Inc.; Executive Vice President and Chief Operating Officer,
Templeton Investment Counsel, LLC; President and Director, Franklin Advisers, Inc.; Executive
Vice President, Franklin Investment Advisory Services, Inc. and Franklin Templeton Investor
Services, LLC; Chief Financial Officer, Franklin Advisory Services, LLC; Chairman, Franklin
Templeton 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 49 of the investment companies in Franklin
Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------
Jeffrey A. Everett (39) Vice President Since 2001
P.O. Box N-7759
Lyford Cay, Nassau
Bahamas

Principal Occupation During Past 5 Years:
President and Director, Templeton Global Advisors Limited; officer of 15 of the investment companies in
Franklin Templeton Investments; and formerly, Investment Officer, First Pennsylvania Investment Research
(until 1989).
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Jimmy D. Gambill (56)(57) Senior Vice President and Since 2002
500 East Broward Blvd. Chief Executive Officer--
Suite 2100 Finance and Administration
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and
officer of 51 of the investment companies in Franklin Templeton Investments.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Jeffrey A. Everett (40) Vice President Since 2001
P. O. Box N-7759
Lyford Cay, Nassau Bahamas

John R. Kay (63)(64) 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.; Assistant Vice President, Franklin Templeton Distributors, Inc.;
Senior Vice President, Franklin Templeton Services, LLC; and officer of some of the other subsidiaries of
Franklin Resources, Inc. and of 35 of the investment companies in Franklin Templeton Investments; and
formerly, Vice President and Controller, Keystone Group, Inc.
------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------
Murray L. Simpson (66)(67) Vice President and Since 2000
One Franklin Parkway and Assistant Secretary
San Mateo, CA Secretary 94403-1906

Principal Occupation During Past 5 Years:
Executive Vice President and General Counsel, Franklin Resources, Inc.; officer and/or director, as the case may
be, of some of the subsidiaries of Franklin Resources, Inc. and of 51 of the investment companies in Franklin
Templeton Investments; and formerly, Chief Executive Officer and Managing Director, Templeton Franklin
Investment Services (Asia) Limited (until 2000); and Director, Templeton Asset Management Ltd. (until 1999).
------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------
Barbara J. Green (56)(57) Vice President and Vice President since 2000 and
One Franklin Parkway andAssistant Secretary Assistant Secretary since 19962004
San Mateo, CA 94403-1906

Principal Occupation During Past 5 Years:
Vice President, Deputy General Counsel and Secretary, Franklin Resources, Inc.; Secretary and Senior Vice
President, and
Secretary, Templeton Worldwide, Inc.; Secretary, Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin
Investment Advisory Services, Inc., Franklin Mutual Advisers, LLC, Franklin Templeton Alternative Strategies, Inc.,
Franklin Templeton Investor Services, LLC, Franklin Templeton Services, LLC, Franklin Templeton Distributors,
Inc., Templeton Investment Counsel, LLC and Templeton/Franklin Investment Services, Inc.; and officer of some of
the other subsidiaries of Franklin Resources, Inc. and of 51 of the investment companies in Franklin Templeton
Investments; and formerly, Deputy Director, Division of Investment Management, Executive Assistant and Senior
Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and
Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and Judicial Clerk, U.S. District Court
(District of Massachusetts) (until 1979).
---------------------------------------------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
- ----------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
David P. Goss (56)(57) 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 Resources, Inc.; officer and director of one of the subsidiaries of
Franklin Resources, Inc.; officer and director of one of the subsidiaries of Franklin
Resources, Inc.; officer of 51 of the investment companies in Franklin Templeton Investments; and
formerly, President, Chief Executive Officer and Director, Property Resources Equity Trust (until 1999) and
Franklin Select Realty Trust (until 2000).
- ----------------------------------------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
- ---------------------------------------------------------------------------------------------------

Michael O. Magdol (66)(67) Vice President--AML Compliance Since 2002
600 Fifth Avenue Compliance
Rockefeller Center
New York, NY 10048-077210028-2302

Principal Occupation During Past 5 Years:
Vice Chairman, Chief Banking Officer and Director, Fiduciary Trust Company International; Director,
FTI Banque, Arch Chemicals, Inc. and Lingnan Foundation; and officer and/or director, as the case
may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 48 of the investment
companies in Franklin Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------
Kimberley H. Monasterio (40)---------------------------------------------------------------------------------------------------
Robert C. Rosselot (44) Secretary Since 2004
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Associate General Counsel and Assistant Secretary, Franklin Resources, Inc.; Vice President and
Assistant Secretary, Templeton Investment Counsel, LLC and Fiduciary Trust International of the
South; officer of 15 of the investment companies in Franklin Templeton Investments; and formerly,
Assistant General Counsel, The Prudential Insurance Company of America (1997-2001).
- ---------------------------------------------------------------------------------------------------
Gregory R. Seward (48) 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 15 of the investment companies in
Franklin Templeton Investments; and formerly, Vice President, JPMorgan Chase (2000-2004) and
American General Financial Group (1991-2000).
- ---------------------------------------------------------------------------------------------------
James M. Davis (52) Chief Compliance Officer Since 20032004
One Franklin Parkway Chief Financial Officer
San Mateo, CA 94403-1906

Principal Occupation During Past 5 Years:
Senior Vice President, Franklin Templeton Services, LLC; and officerOfficer of 51 of the investment companies in Franklin Templeton Investments.Investments; Director; Global
Comliance, Franklin Resources, Inc.; and formerly, Director of Compliance, Franklin Resources, Inc.
(1994-2001).
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
- ---------------------------------------------------------------------------------------------------

Galen G. Vetter (53) Chief Financial Officer and Since
500 East Broward Blvd. Chief Accounting Officer 2004
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Officer of 51 of the investment companies in Franklin Templeton Investments; Senior Vice President,
Franklin Templeton Services, LLC; and formerly, Managing Director, RSM McGladrey, Inc.; and
Partner, McGladrey & Pullen, LLP.
- ---------------------------------------------------------------------------------------------------

..ADDITIONAL INFORMATION ABOUT THE FUND

The Investment Manager. The Investment Manager of the Fund is Templeton
Asset Management Ltd.--HongLtd.-Hong Kong Branch, a Singapore company with a branch
office at Two Exchange Square,The Chater House, 17/th/ Floor, 8 Connaught Road, Central Hong Kong.
Pursuant to an investment management agreement, the Investment Manager manages
the investment and reinvestment of Fund assets. The Investment Manager is an
indirect, 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 Mellon Investor Services LLC, 85 Challenger Road,
Ridgefield Park, New Jersey 07660.

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, 20032004 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 January 2,December 30, 2004, the Fund had 17,678,82417,692,625
shares outstanding and total net assets of $234,585,518.79.$283,327,762.42. The Fund's shares
are listed on the NYSE (NYSE: EMF) and on the Pacific Exchange, Inc. 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 January 2,December
30, 2004, there were no other entities 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 January 2,December 30,
2004, 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, of Trustees, such correspondence should be in writing and
addressed to the Board of Trustees at the Fund's offices, 500 East Broward
Blvd.,Boulevard, Suite 2100, Fort Lauderdale, Florida 33394-3091, Attention:
Secretary. The correspondence will then be given to the Board for their review and
consideration.

..AUDIT COMMITTEE

Audit Committee and Independent Auditors.Registered Public Accounting Firm. The
Fund's Audit Committee is responsible for recommending the selection of the
Fund's independent auditors,registered public accounting firm (auditors), including
evaluating their independence, and meeting with such auditors to consider and
review matters relating to the Fund's financial reports and internal
accounting. The Audit Committee also reviews the maintenance of the Fund's
records and the safekeeping arrangements of the Fund's custodian. The Audit
Committee is comprised of Messrs. Millsaps (Chairman), Crothers, Olson and
Tseretopoulos, all of whom are Independent Trustees and also are considered to
be "independent" as that term is defined by the NYSE's listing standards.

Selection of Independent Auditors. Upon the recommendation of the Audit Committee, the
Board selected the firm of PricewaterhouseCoopers LLP ("PwC") as
independent 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 $18,267$6,052 for the fiscal year ended August
31, 20032004 and $18,743$20,912 for the fiscal year ended August 31, 2002.2003.

Audit-Related Fees. The aggregateThere were no fees paid to PwC for assurance and
related services by PwC 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 were $921 for the fiscal year ended August 31, 2003 and $275
for the fiscal year ended

August 31, 2002. The services for which theses fees were paid included the
semi-annual review of shareholder reports, internal control testing and
evaluation and services in connection with the Fund's contract renewal.above.

In addition, the Audit Committee pre-approves PwC's engagement for
audit-related services with the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund. The fees for these services
were $426,460$45,000 for the fiscal year ended August 31, 20032004 and $284,400$3,614 for the
fiscal year ended August 31, 2002.2003. The services for which these fees were paid
included attestation services.

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, 20032004
or for the fiscal year ended August 31, 2002.2003.

PwC did not render any tax services to the Investment Manager or entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund for the fiscal year ended
August 31, 20032004 or for the fiscal year ended August 31, 2002.2003.

All Other Fees. PwC did not billThe aggregate fees for other products and services provided by
PwC, other than the services reported above, were $100 for the fiscal year
ended August 31, 2003 or2004 and $0 for the fiscal year ended August 31,

2002.

PwC did not render15

2003. The services for which these fees were paid included review of materials
provided to the Fund Board in connection with the investment management
contract renewal process.

In addition, the Audit Committee pre-approves PwC's engagement for other
services towith the Investment Manager orand certain entities controlling,
controlled by, or under common control with the Investment Manager that provide
ongoing services to the Fund, which engagements
relate directly to the operations and financial reporting of the Fund,Fund. The aggregate fees not reported above for
services provided by PwC were $99,985 for the fiscal year ended August 31, 2003 or2004
and $876 for the fiscal year ended August 31, 2002.

Audit Committee Pre-Approval Policies and Procedures. As2003. The services included
review of materials provided to the date of
this Proxy Statement,Fund Board in connection with the
Audit Committee has not adopted pre-approval policies
and procedures. As a result, allinvestment management contract renewal process.

Aggregate Non-Audit Fees. The aggregate non-audit fees for services
provided by PwC must be directly
pre-approved by the Audit Committee.

Aggregate Non-Audit Fees. PwC did not render any non-audit services 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 $145,085 for the fiscal year
ended August 31, 20032004 and or$4,490 for the fiscal year ended August 31, 2002.2003.

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 is attached as Exhibit B to this proxy
statement.

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
independent auditors, to discuss the financial statements.

The Audit Committee received the written disclosures and the letter from PwC
required by Independence Standards Board Standard No. 1. 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, their 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 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,
20032004 for filing with the U.S. Securities and Exchange Commission.

AUDIT COMMITTEE

Fred R. Millsaps (Chairman)
Frank J. Crothers
Andrew H. Hines, Jr.
Frank A. Olson
Constantine D. Tseretopoulos

..FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies. Your vote is being solicited by the Board of
Trustees of the Fund.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
NYSE Rules permit the broker-dealers to vote on the Proposal 16

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 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. The Proposal to elect Trustees requires the
affirmative vote of the holders of a plurality of the Fund's shares present and
voting on the Proposal at the Meeting. 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.

Simultaneous Meetings. The Meeting is to be held at the same time as the
annual meetings of shareholders of Templeton Emerging Markets Income 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 the presidingor other authorized officer of the
Fund for the Meeting, and the holders of a majority of the shares present (in
person or by proxy) and entitled to vote at the Meeting, each may adjourn the
Meeting. 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. 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 meetingMeeting 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 20032004 annual meeting.

Shareholder Proposals. The Fund anticipates that its next annual meeting
will be held on or about February 25, 2005.24, 2006. A shareholder who wishes to submit
a proposal for consideration for inclusion in the Fund's proxy statement for
the 20052006 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 22, 200420, 2005 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 22, 2004,20, 2005, as described
above, may nonetheless present a proposal at the Fund's 20052006 Annual Meeting of
Shareholders if such shareholder notifies the Fund in writing at the Fund's
offices, of such proposal not earlier than September 28, 200427, 2005 and not later
than October 28, 2004.27, 2005. 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 20052006 Annual Meeting of
Shareholders, the persons designated as proxy holders for proxies solicited by
the Board of
Trustees for the 20052006 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 December 6, 2004.4, 2005. A shareholder
proposal may be presented at the 20052006 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 (iii) have been a shareholder of record at the
time the shareholder's notice was received by the Fund.

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. Each notice regarding business proposals shall set forth 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 outstanding 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,

Barbara J. GreenRobert C. Rosselot
Secretary

January 20, 2004

18, 2005

EXHIBIT A

NOMINATING COMMITTEE CHARTER

I. The Committee.

The Nominating Committee (the "Committee") is a committee of, and
established by, the Board of Directors/Trustees of the Fund (the "Board"). The
Committee consists of such number of members as set by the Board from time to
time and its members shall be selected by the Board. The Committee shall be
comprised entirely of "independent members." For purposes of this Charter,
independent members shall mean members who are not interested persons of the
Fund ("Disinterested Board members") as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act").

II. Board Nominations and Functions.

1. The Committee shall make recommendations for nominations for
Disinterested Board members on the Board to the incumbent Disinterested Board
members and to the full Board. The Committee shall evaluate candidates'
qualifications for Board membership and the independence of such candidates
from the Fund's investment manager and other principal service providers.
Persons selected must be independent in terms of both the letter and the spirit
of the 1940 Act. The Committee shall also consider the effect of any
relationships beyond those delineated in the 1940 Act that might impair
independence, e.g., business, financial or family relationships with investment
managers or service providers.

2. The Committee also shall evaluate candidates' qualifications and make
recommendations for "interested" members on the Board to the full Board.

3. The Committee may adopt from time to time specific, minimum
qualifications that the Committee believes a candidate must meet before being
considered as a candidate for Board membership and shall comply with any rules
adopted from time to time by the U.S. Securities and Exchange Commission
regarding investment company nominating committees and the nomination of
persons to be considered as candidates for Board membership.

4. The Committee shall review shareholder recommendations for nominations to
fill vacancies on the Board if such recommendations are submitted in writing
and addressed to the Committee at the Fund's offices. The Committee shall
adopt, by resolution, a policy regarding its procedures for considering
candidates for the Board, including any recommended by shareholders.

III. Committee Nominations and Functions.

1. The Committee shall make recommendations to the full Board for nomination
for membership on all committees of the Board.

2. The Committee shall review as necessary the responsibilities of any
committees of the Board, whether there is a continuing need for each committee,
whether there is a need for additional committees of the Board, and whether
committees should be combined or reorganized. The Committee shall make
recommendations for any such action to the full Board.

A-1

3. The Committee shall, on an annual basis, review the performance of the
Disinterested Board members.

IV. Other Powers and Responsibilities.

1. The Committee shall meet at least twiceonce each year or more frequently in
open or executive sessions. The Committee may invite members of management,
counsel, advisers and others to attend its meetings as it deems appropriate.
The Committee shall have separate sessions with management and others, as and
when it deems appropriate.

A-1

2. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to retain special counsel
and other experts or consultants at the expense of the Fund.

3. The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.

4. A majority of the members of the Committee shall constitute a quorum for
the transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may meet in
person or by telephone, and the Committee may act by written consent, to the
extent permitted by law and by the Fund's by-laws. In the event of any
inconsistency between this Charter and the Fund's organizational documents, the
provisions of the Fund's organizational documents shall be given precedence.

5. The Committee shall review this Charter at least annually and recommend
any changes to the full Board.

ADDITIONAL STATEMENT FOR CLOSED-END FUNDS ONLY

The Committee shall comply with any rules of any stock exchange, if any,
applicable to nominating committees of closed-end funds whose shares are
registered thereon.

A-2

EXHIBIT B

AUDIT COMMITTEE CHARTER

I. The Committee.

The Audit Committee ("Committee") is a committee of, and established by, the
Board of Directors/Trustees of the Fund (the "Board"). The Committee shall
consist of such number of members as set by the Board from time to time, but in
no event less than three, and its members shall be selected by the Board. The
Committee shall be comprised entirely of "independent" members, as defined in
Item 3(a)(2) of SEC Form N-CSR ("Disinterested Board members"). Members shall
be financially literate.literate, meaning that each member is able to read and
understand fundamental financial statements, including the Fund's balance sheet
and income statement. At least one member of the Committee shall be designated
by the Board as an "audit committee financial expert," as defined in Item 3(b)
of SEC Form N-CSR, unless the Board determines that the Fund does not have an
audit committee financial expert on the Committee.

II. Purposes of the Committee.

The function of the Committee is to be directly responsible for overseeing
the Fund's accounting and auditing processes, which shall include the
appointment, compensation, retention and oversight of the work of the Fund's
independent auditorsregistered public accounting firm ("auditors") engaged (including
resolution of disagreements between management and the auditors regarding
financial reporting) for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Fund. It is
management's responsibility to maintain appropriate systems for accounting and
internal controls. It is the auditors' responsibility to plan and carry out a
properan
audit in accordance with the standards of the Public Company Accounting
Oversight Board and to report directly to the Committee. It is not the duty of
the Committee to plan or conduct audits or to determine that the Fund's
financial statements are complete and in accordance with generally accepted
accounting principles; it is the responsibility of the auditors to conduct
audits and the responsibility of management to prepare the Fund's financial
statements in accordance with generally accepted accounting principles.

In giving its recommendations to the Board with respect to the Fund's
financial statements, the Committee will rely on:

1. management's representation that such financial statements have been
prepared with integrity and objectivity and in conformity with generally
accepted accounting principles,

2. the report of the Fund's auditors with respect to such financial
statements.

Consistent with such allocation of functions, the purposes of the Committee
are:

(a) To oversee the Fund's accounting and financial reporting policies and
practices and its internal controls, and to obtain, where it deems
appropriate, reports on internal controls of service providers to the Fund;

(b) To oversee the quality, objectivity and objectivityintegrity of the Fund's
financial statements and the independent audit thereof;

B-1

(d) To consider such other matters as it deems appropriate in carrying
out its purpose and any other matters that may be assigned to it by the
Board.

In addition, the Committee shall serve as the Fund's Qualified Legal
Compliance Committee ("QLCC") pursuant to Section 205 of the SEC's Standards of
Professional Conduct for Attorneys (the "Standards"). In this capacity, the
Committee is required to adopt and maintain written procedures for the
confidential receipt, retention and consideration of any report of evidence of
a material violation. "Evidence of a material violation" means credible
evidence, based upon which it would be unreasonable, under the circumstances,
for a prudent and competent attorney not to conclude that it is reasonably
likely that a material violation of an applicable U.S. federal or state
securities law, a material breach of fiduciary (or similar duty) to the Fund
arising under U.S. federal or state law, or a similar material violation of any
U.S. federal or state law has occurred, is ongoing, or is about to occur.

B-1

III. Powers and Duties.

The Committee shall have the following powers and duties to carry out its
purposes:

(a) To select the auditors, subject to approval both by the Board and by
a separate vote of the Disinterested Board members, and, in connection
therewith, to evaluate the independence and qualifications of the auditors
in accordance with applicable law.federal securities laws and regulations and
the rules and standards of the Independence Standards Board and American
Institute of Certified Public Accountants.

(b) To be directly responsible for approving the services to be provided
by, and the compensation of, the auditors, including:

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

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

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

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

(c) To meet with the auditors, including private meetings, as necessary
to (i) review the arrangements for and scope of the annual audit and any
special audits; (ii) discuss any matters or concerns relating to the Fund's
financial statements, including any recorded and/or unrecorded adjustments
to such statements recommended by the auditors, or other results of audits;
(iii) consider the auditors' comments with respect to the Fund's financial,
accounting and reporting policies, procedures and internal controls and
management's responses thereto; and (iv) to review the form of opinion the
auditors propose to render.

B-2

(d) To receive and consider reports from the auditors:

(i) as required by generally accepted accounting standards; and

(ii) annually and by update as required by SEC Regulation S-X,
regarding: (w) all critical accounting policies and practices of the
Fund to be used; (x) alternative treatments within generally accepted
accounting principles for policies and practices related to material
items that have been discussed with management of the Fund, including
ramifications of the use of such alternative disclosures and treatments,
and the treatment preferred by the auditors; (y) other material written
communications between the auditors and management of the Fund, such as
any management letter or schedule of unadjusted differences; and (z) all
non-audit services provided to any entity in an investment company
complex, as defined in SEC Regulation S-X, that were not pre-approved by
the Committee pursuant to SEC Regulation S-X.

(e) To consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors.

B-2

(f) To investigate improprieties or suspected improprieties in Fund
operations.

(g) In considering the independence of the auditors, to request from, and
discuss with, the auditors a written statement, and other reports as
necessary, describing all relationships between the auditors and the Fund,
the Fund's investment adviser and service providers, and other entities
advised or serviced by, including any entities controlling, controlled by or
under common control with, the investment adviser or any other service
providers to the Fund;Fund that, in the auditor's judgment, could be thought to
obtainbear upon the auditor's independence; to receive and consider, if
applicable, periodic reports from the auditors regarding whether the
provision of non-audit services is compatible with maintaining the auditors'auditor's
independence; and to request from the auditors a certificate that they are
independent auditors under the Federal securities laws and are in compliance
with all standards adopted by the Independence Standards Board.

(h) To review the experience and qualifications of the senior members of the
auditors' team and the quality control procedures of the auditors.

(i)(g) To require that the auditors regularly provide timely information to
the Committee with respect to new rules and pronouncements by applicable
regulatory and accounting standards agencies, along with an explanation of
how such developments may affect the Fund's financial statements and
accounting principles and practices.

(j)(h) To review, at such times and in the manner deemed appropriate by the
Committee, the results of the annual audit and financial statements,of, and the report of the
auditors' audit of theauditors on Fund's annual financial statements, including footnotes and any
significant audit findings.

(k)(i) To consider management's evaluationany reports of difficulties that may have arisen during
the course of the Fund's disclosure controlsaudit, including any limitations of the scope of the
audit, and procedures in connection withmanagement's response thereto.

(j) To review certifications of the Fund's Chief Executive Officer -
Finance and Administration, and Chief Financial Officer and Chief Accounting
Officer concerning (i) all significant deficiencies and material weaknesses
in the design or operation of internal controls over financial reporting
which couldare reasonably likely to adversely affect the Fund's ability to
record, process, summarize and report financial data and have
identified for the Fund's auditors any material weaknesses in internal
controls;information; and (ii) any
fraud, whether or not material, that involves management or other employees
who have a significant role in the Fund's internal controls over financial
reporting, and for any other purposes the Committee deems appropriate.

(l)appropriate, as
required by (S) 302 of the Sarbanes-Oxley Act.

B-3

(k) To inform the chief legal officer ("CLO") and chief executive officer
("CEO") of the Fund (or the equivalents thereof) of any report of evidence
of a material violation by the Fund, its officers, directors/trustees,
employees (if any), or agents (collectively, "affiliates"). (m) ToIn connection
therewith, the Committee shall:

(i) determine whether an investigation is necessary regarding any
report of evidence of a material violation by the Fund or it affiliates.

(n) Ifaffiliates;

(ii) if the Committee determines such an investigation is necessary
or appropriate, (i)(A) to notify the Board; (ii) to(B) initiate an investigation,
which may be conducted by either the CLO or by outside attorneys; and
(iii) to(C) retain such additional expert personnel as the Committee deems
necessary to assist in the investigation.

(o) Atinvestigation;

(iii) at the conclusion of any such investigation, (i) to(A) recommend by a
majority vote, that the Fund implement an appropriate response (as
defined in Section 205.2(b) of the Standards) to evidence of a material
violation, and (ii) to(B) inform the CLO and the CEO and the Board of the
results of such investigation and the appropriate remedial measures to
be adopted.

(p) Actingadopted;

(iv) acting by majority vote, to take all other appropriate action,
including the authority to notify the SEC in the event the Fund fails in
any material respect to implement an appropriate response that the
Committee has recommended the Fund to take.

B-3

(q) Totake; and

(v) otherwise respond to evidence of a material violation.

IV. Other Functions and Procedures of the Committee.

(a) The Committee shall meet at least twice each year or more frequently, in
open or executive sessions.sessions, as may be necessary to fulfill its
responsibilities. The Committee shall meet as frequently as circumstances
require with (i) the auditors as provided in III (c), above; and (ii)
management's internal audit department to review and discuss internal audit
functions and reports. The Committee may invite members of management, the
auditors, counsel, advisers and others to attend its meetings as it deems
appropriate. The Committee shall have separate sessions with the auditors,
management and others, as and when it deems appropriate.

(b) The Committee shall establish procedures for (i) the receipt, retention
and treatment of complaints received by the Fund or the Fund's adviser
regarding accounting, internal accounting controls, or accounting matters;matters
relating to the Fund; and (ii) the confidential, anonymous submission by
employees of the Fund or the Fund's adviser, administrator, principal
underwriter or any other provider of accounting related services for the Fund,
of concerns regarding questionable accounting or auditing matters.

(c) The Committee shall have the authority to engage special counsel,
experts and advisers as and when it determines necessary to carry out its
duties and the Fund must provide for appropriate funding, as determined by the
Committee, for payment of (i) compensation to any auditors engaged for the
purpose of preparing or issuing an audit report or performing other audit,
review or attest services for the Fund; (ii) compensation to any advisers
employed by the Committee; and (iii) ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties.

(d) The Committee shall have unrestricted access to the Fund's management
and management of the Fund's adviser, including, but not limited to, their
chief executive officer(s), chief financial officer(s), internal auditors and
any other executives and financial officers.

B-4

(e) The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.

(f) The Committee shall review and assess the adequacy of this Charter
annually, or more frequently if it chooses, and recommend any changes to the
Board.

ADDITIONAL STATEMENTSTATEMENTS FOR CLOSED-END FUNDS ONLY

The Committee shall comply with rules(The provisions set forth in Appendix A hereto are intended to cover
specific requirements and wording mandated by applicable Stock Exchange listing
requirements.)

B-5

APPENDIX A

In addition to the purposes set forth above, the purposes of the New York Stock Exchange, Inc.
and the U.S. Securities and Exchange Commission applicable to closed-end funds,
including (i) theCommittee
include:

(a) preparation of the Audit Committee Disclosure Report required to be
included in the Fund's annual proxy statement; and

(ii)(b) the review and
discussionassistance of Fund financial statements and management policies in accordance
with applicable Corporate Governance Rulesoversight, as either part of the New York Stock Exchange, Inc.

B-4

TLEMF PROXY 01/04

[LOGO]
FRANKLIN/R/ TEMPLETON/R/
INVESTMENTS

TEMPLETON EMERGING MARKETS FUND

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the Annual Meeting of Shareholders scheduled for
February 27, 2004 at 10:00 a.m. 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 Fund (the "Fund"). If
you specify a vote for the Proposal, your proxy will be voted as you indicate.
If you simply sign and date the proxy card, but do not specify a vote for the
Proposal, your proxy will be voted FOR the Proposal.

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, a control number and
separate instructions are enclosed.

[LOGO]
FRANKLIN/R/ TEMPLETON/R/
INVESTMENTS

TEMPLETON EMERGING MARKETS FUND

NOTICE OF 2004 ANNUAL MEETING OF SHAREHOLDERS

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,

Barbara J. Green
Secretary

January 20, 2004

TEMPLETON EMERGING MARKETS FUND

PROXY STATEMENT

..INFORMATION ABOUT VOTING

Who is asking for my vote?

The Trustees of Templeton Emerging Markets Fund (the "Fund"), in connection
with the Fund's Annual Meeting of Shareholders, have requested your vote.

Who is eligible to vote?

Shareholders of record at the close of business on January 2, 2004 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 proxy statement were first mailed to
shareholders of record on or about January 20, 2004.

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?

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 for 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 for the Proposal, your shares will be
voted FOR the nominees for Trustee.

May I revoke my proxy?

What if my shares are held in a brokerage account?

..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 (the "Committee") consisting of Frank J. Crothers, Edith
E. Holiday and Gordon S. Macklin, none of whom is an "interested person" 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 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 Committee generally considers
the potential candidate's educational background, business or professional
experience, and reputation. In addition, the 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,
(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 mutual fund other than those within the Franklin Templeton
Investments fund complex.

When the Board has or expects to have a vacancy, the 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
shareholders. Such individuals are evaluated based upon the criteria described
above. To date, the 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 Committee, however, will review shareholders'
recommendations to fill vacancies on the Board if these recommendations are
submitted in writing and addressed to the Committee at the Fund's offices.

The Board has adopted and approved a formal written charter for the
Committee. A copy of the charter is attached as Exhibit A to this proxy
statement.

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. Harmon E. Burns, Charles B. Johnson, Frank A. Olson
and Constantine D. Tseretopoulos have been nominated for three-year terms, set
to expire at the 2007 Annual Meeting of Shareholders. These terms continue,
however, until successors are duly elected and qualified. Among these Trustees,
Harmon E. Burns and Charles B. Johnson are each deemed to be an "interested
person" for purposes of the 1940 Act. All of the nominees are currently members
of the Board; however, Mr. Olson is standing for election by shareholders of
the Fund for the first time. An incumbent Independent Trustee recommended Mr.
Olson for consideration by the Committeeor as a
nominee for Trustee. In addition,
all of the current nominees and Trustees are also directors or trustees of
other Franklin(R) funds and/or Templeton(R) funds.

respectively, of its outstanding shares as of August 31, 2003. Resources, a
global investment 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, Inc.
("NYSE") listed holding company (NYSE: BEN). Charles B. Johnson, Chairman of
the Board, Trustee and Vice President of the Fund, and Rupert H. Johnson, Jr.,
Vice President of the Fund, are brothers. There are no family relationships
among any of the Trustees or nominees for Trustee.

Nominees for Independent Trustee to serve until 2007 Annual Meeting of
Shareholders:

Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Time Overseen by
Name, Age and Address Position Served Trustee* Other Directorships Held
- -------------------------------------------------------------------------------------------------------------

Frank A. Olson (71) Trustee Since 2003 20 Director, Becton, Dickinson
500 East Broward Blvd. and Co. (medical technology);
Suite 2100 White Mountains Insurance
Fort Lauderdale, FL Group Ltd. (holding company);
33394-3091 and Amerada Hess Corporation
(exploration and refining of oil
and gas).

Principal Occupation During Past 5 Years:
Chairman of the Board, The Hertz Corporation (car rental) (since 1980) (Chief Executive Officer 1977-1999);
and formerly, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines).
- -------------------------------------------------------------------------------------------------------------
Constantine D. Tseretopoulos (49) Trustee Since 1999 20 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

Nominees for Interested Trustee to serve until 2007 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen by
Name, Age and Address Position Time Served Trustee* Other Directorships Held
- --------------------------------------------------------------------------------------------------------------------
**Harmon E. Burns (58) Trustee Trustee since 38 None
One Franklin Parkway and Vice 1992 and
San Mateo, CA President Vice President
94403-1906 since 1996

- --------------------------------------------------------------------------------------------------------------------
**Charles B. Johnson (70) Chairman Chairman of 142 None
One Franklin Parkway of the the Board and
San Mateo, CA Board, Trustee since
94403-1906 Trustee 1995 and
and Vice Vice President
President since 1992

Independent Trustees serving until 2006 Annual Meeting of Shareholders:
Betty P. Krahmer (74) Trustee Since 1990 21 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

Gordon S. Macklin (75) Trustee Since 1993 142 Director, White Mountains Insurance
500 East Broward Blvd. Group, Ltd. (holding company); Martek
Suite 2100 Biosciences Corporation; MedImmune,
Fort Lauderdale, FL Inc. (biotechnology); Overstock.com
33394-3091 (Internet services); and Spacehab, Inc.
(aerospace services); and formerly,
Director, MCI Communication
Corporation (subsequently known as MCI
WorldCom, Inc. and WorldCom, Inc.)
(communications services) (1988-2002).

Principal Occupation During Past 5 Years:
Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company); and formerly, Chairman, White
River Corporation (financial services) (1993-1998) and Hambrecht & Quist Group (investment banking) (1987-
1992); and President, National Association of Securities Dealers, Inc. (1970-1987).
- ----------------------------------------------------------------------------------------------------------------
Fred R. Millsaps (74) Trustee Since 1990 28 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

Principal Occupation During Past 5 Years:
Director of various business and nonprofit organizations; manager of personal investments (1978-present); and
formerly, Chairman and Chief Executive Officer, Landmark Banking Corporation (1969-1978); Financial Vice
President, Florida Power and Light (1965-1969); and Vice President, Federal Reserve Bank of Atlanta (1958-1965).
- ----------------------------------------------------------------------------------------------------------------

Frank J. Crothers (59) Trustee Since 1999 20 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

Principal Occupation During Past 5 Years:
Attorney; and formerly, member of the law firm of Pitney, Hardin, Kipp & Szuch.
- ------------------------------------------------------------------------------------------------------------------
Edith E. Holiday (51) Trustee Since 1996 96 Director, Amerada Hess
500 East Broward Blvd. Corporation (exploration and
Suite 2100 refining of oil and gas);
Fort Lauderdale, FL Beverly Enterprises, Inc.
33394-3091 (health care); H.J. Heinz
Company (processed foods and
allied products); RTI
International Metals, Inc.
(manufacture and distribution
of titanium); and Canadian
National Railway (railroad).

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).
- ------------------------------------------------------------------------------------------------------------------

* 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 adviser or
affiliated investment advisers, and also may share a common underwriter.
** Nicholas F. Brady, Harmon E. Burns and Charles B. 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. Mr. Johnson is considered an interested person of the Fund due to
his position as an officer and director and major shareholder of Resources,
which is the parent companyCommittee, of the Fund's Investment Manager,compliance with legal and his
position with the Fund. Mr. Burns is considered an interested person of the
Fund due to his position as an officer and director of Resources and his
position with the Fund. Mr. Brady's status as an interested person results
from his business affiliations with Resources and Templeton Global Advisors
Limited. On October 1, 2003, Resources acquired all of the shares of Darby
Overseas Investments, Ltd. ("Darby Investments") and the remaining portion
of the limited partner interests not currently owned by Resources of Darby
Overseas Partners, L.P. ("Darby Partners"). Mr. Brady, formerly a
shareholder of Darby Investments and a partner of Darby Partners, will
continue as Chairman of Darby Investments, which is the corporate general
partner of Darby Partners. In addition, Darby Partners and Templeton Global
Advisors Limited are limited partners of Darby Emerging Markets Fund, L.P.
("DEMF"). Mr. Brady will also continue to serve as Chairman of the corporate
general partner of DEMF, and Darby Partners and Darby Investments own 100%
of the stock of the general partner of DEMF. Resources also is an investor
in Darby Technology Ventures Group, LLC ("DTV") in which Darby Partners is a
significant investor and for which Darby Partners has the right to appoint a
majority of the directors. Templeton Global Advisors Limited also

Independent Trustees:

Harris J. Ashton............ $1--$10,000 Over $100,000
Frank J. Crothers........... None Over $100,000
S. Joseph Fortunato......... $1--$10,000 Over $100,000
Edith E. Holiday............ $1--$10,000 Over $100,000
Betty P. Krahmer............ $10,001--$50,000 Over $100,000
Gordon S. Macklin........... $1--$10,000 Over $100,000
Fred R. Millsaps............ None Over $100,000
Frank A. Olson.............. None Over $100,000
Constantine D. Tseretopoulos None Over $100,000

Interested Trustees:
Aggregate Dollar Range of Equity
Securities in all Funds Overseen by the
Dollar Range of Equity Trustee in the Franklin Templeton
Name of Trustee Securities in the Fund Investments Fund Complex
- -------------------------------------------------------------------------------------------
Nicholas F. Brady........... $10,001--$50,000 Over $100,000
Harmon E. Burns............. None Over $100,000
Charles B. Johnson.......... $10,001--$50,000 Over $100,000

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
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. The Trustees also oversee the services furnished to the
Fund by Templeton Asset Management Ltd.--Hong Kong Branch, the Fund's
investment manager (the "Investment Manager"), and various other service
providers. The Fund currently pays the Independent Trustees and Mr. Brady an
annual retainer of $2,000 and a fee of $200 per Board meeting attended.
Trustees serving on the Audit Committee of the Fund and other investment
companies in Franklin Templeton Investments receive a flat fee of $2,000 per
Audit Committee meeting attended, a portion of which is allocated to the Fund.
Members of a committee are not compensated for any committee meeting held on
the day of a Board meeting.

During the fiscal year ended August 31, 2003, there were five meetings of
the Board, three meetings of the Audit Committee, and five 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
annual shareholders' meetings. One Trustee attended the Fund's last annual
meeting held on February 28, 2003.

The table above indicates the total fees paid to Trustees by the Fund
individually and by all of the funds in Franklin Templeton Investments. These
Trustees also serve as directors or trustees of 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 more effectively oversee the
management of the funds.

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, ages
and addresses, as well as their positions and length of service with the Fund,
and principal occupations during the past five years.

Name, Age and Address Position Length of Time Served
- ------------------------------------------------------------------------------------------------------------------

Charles B. Johnson Chairman of the Board, Trustee Chairman of the Board
and Vice President and Trustee since 1995 and
Vice President since 1992
Please refer to the table "Nominees for Interested Trustee to serve until 2007 Annual Meeting of Shareholders"
for additional information about Mr. Charles B. Johnson.
- ------------------------------------------------------------------------------------------------------------------
Mark Mobius (67) President and Chief Executive President since 1987 and Chief
17th Floor, The Chater House Officer--Investment Management Executive Officer--Investment
8 Connaught Road Management since 2002
Central
Hong Kong

Principal Occupation During Past 5 Years:
Portfolio Manager of various Templeton advisory affiliates; Managing Director, Templeton Asset Management Ltd.;
Executive Vice President and Director, Templeton Global Advisors Limited; and officer and/or director, as the case
may be, of some of the subsidiaries of Franklin Resources, Inc. and of six of the investment companies in Franklin
Templeton Investments; and formerly, President, International Investment Trust Company Limited (investment
manager of Taiwan R.O.C. Fund) (1986-1987); and Director, Vickers da Costa, Hong Kong (1983-1986).
- ------------------------------------------------------------------------------------------------------------------
Rupert H. Johnson, Jr. (63) 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.; Vice President and
Director, Franklin Templeton Distributors, Inc.; Director, Franklin Advisers, Inc. and Franklin Investment
Advisory Services, 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 49 of the
investment companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
- ----------------------------------------------------------------------------------------------------------------

Harmon E. Burns Trustee and Vice President Trustee since 1992 and
Vice President since 1996
Please refer to the table "Nominees for Interested Trustee to serve until 2007 Annual Meeting of Shareholders"
for additional information about Mr. Harmon E. Burns.
- ----------------------------------------------------------------------------------------------------------------
Martin L. Flanagan (43) Vice President Since 1989
One Franklin Parkway
San Mateo, CA
94403-1906

Principal Occupation During Past 5 Years:
Co-President and Chief Executive Officer, Franklin Resources, Inc.; Senior Vice President and Chief Financial
Officer, Franklin Mutual Advisers, LLC; Executive Vice President, Chief Financial Officer and Director,
Templeton Worldwide, Inc.; Executive Vice President and Chief Operating Officer, Templeton Investment
Counsel, LLC; President and Director, Franklin Advisers, Inc.; Executive Vice President, Franklin Investment
Advisory Services, Inc. and Franklin Templeton Investor Services, LLC; Chief Financial Officer, Franklin
Advisory Services, LLC; Chairman, Franklin Templeton 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 49 of the investment
companies in Franklin Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------
Jeffrey A. Everett (39) Vice President Since 2001
P.O. Box N-7759
Lyford Cay, Nassau
Bahamas

Principal Occupation During Past 5 Years:
President and Director, Templeton Global Advisors Limited; officer of 15 of the investment companies in
Franklin Templeton Investments; and formerly, Investment Officer, First Pennsylvania Investment Research
(until 1989).
- ----------------------------------------------------------------------------------------------------------------
Jimmy D. Gambill (56) Senior Vice President and Since 2002
500 East Broward Blvd. Chief Executive Officer--
Suite 2100 Finance and Administration
Fort Lauderdale, FL
33394-3091

Name, Age and Address Position Length of Time Served
------------------------------------------------------------------------------------------------------------------

John R. Kay (63) 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.; Assistant Vice President, Franklin Templeton Distributors, Inc.;
Senior Vice President, Franklin Templeton Services, LLC; and officer of some of the other subsidiaries of
Franklin Resources, Inc. and of 35 of the investment companies in Franklin Templeton Investments; and
formerly, Vice President and Controller, Keystone Group, Inc.
------------------------------------------------------------------------------------------------------------------
Murray L. Simpson (66) Vice President Since 2000
One Franklin Parkway and Assistant
San Mateo, CA Secretary
94403-1906

Principal Occupation During Past 5 Years:
Executive Vice President and General Counsel, Franklin Resources, Inc.; officer and/or director, as the case may
be, of some of the subsidiaries of Franklin Resources, Inc. and of 51 of the investment companies in Franklin
Templeton Investments; and formerly, Chief Executive Officer and Managing Director, Templeton Franklin
Investment Services (Asia) Limited (until 2000); and Director, Templeton Asset Management Ltd. (until 1999).
------------------------------------------------------------------------------------------------------------------
Barbara J. Green (56) Vice President Vice President since 2000 and
One Franklin Parkway and Secretary Secretary since 1996
San Mateo, CA
94403-1906

Principal Occupation During Past 5 Years:
Vice President, Deputy General Counsel and Secretary, Franklin Resources, Inc.; Senior Vice President and
Secretary, Templeton Worldwide, Inc.; Secretary, Franklin Advisers, Inc., Franklin Advisory Services, LLC,
Franklin Investment Advisory Services, Inc., Franklin Mutual Advisers, LLC, Franklin Templeton Alternative
Strategies, Inc., Franklin Templeton Investor Services, LLC, Franklin Templeton Services, LLC, Franklin
Templeton Distributors, Inc., Templeton Investment Counsel, LLC, and Templeton/Franklin Investment Services,
Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 51 of the investment companies
in Franklin Templeton Investments; and formerly, Deputy Director, Division of Investment Management,
Executive Assistant and Senior Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney
Fellow, U.S. Securities and Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and
Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979).
---------------------------------------------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
- ----------------------------------------------------------------------------------------------------------------

David P. Goss (56) Vice President and Since 2000
One Franklin Parkway Assistant Secretary
San Mateo, CA
94403-1906

Principal Occupation During Past 5 Years:
Associate General Counsel, Franklin Resources, Inc.; officer and director of one of the subsidiaries of Franklin
Resources, Inc.; officer of 51 of the investment companies in Franklin Templeton Investments; and formerly,
President, Chief Executive Officer and Director, Property Resources Equity Trust (until 1999) and Franklin
Select Realty Trust (until 2000).
- ----------------------------------------------------------------------------------------------------------------
Michael O. Magdol (66) Vice President--AML Compliance Since 2002
600 Fifth Avenue
Rockefeller Center
New York, NY 10048-0772

Principal Occupation During Past 5 Years:
Vice Chairman, Chief Banking Officer and Director, Fiduciary Trust Company International; Director, FTI
Banque, Arch Chemicals, Inc. and Lingnan Foundation; and officer and/or director, as the case may be, of some
of the other subsidiaries of Franklin Resources, Inc. and of 48 of the investment companies in Franklin
Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------
Kimberley H. Monasterio (40) Treasurer and Since 2003
One Franklin Parkway Chief Financial Officer
San Mateo, CA
94403-1906

Principal Occupation During Past 5 Years:
Senior Vice President, Franklin Templeton Services, LLC; and officer of 51 of the investment companies in
Franklin Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------

..ADDITIONAL INFORMATION ABOUT THE FUND

The Investment Manager. The Investment Manager of the Fund is Templeton
Asset Management Ltd.--Hong Kong Branch, a Singapore company with a branch
office at Two Exchange Square, Hong Kong. Pursuant to an investment management
agreement, the Investment Manager manages the investment and reinvestment of
Fund assets. The Investment Manager is an indirect, wholly owned subsidiary of
Resources.

The Transfer Agent. The transfer agent, registrar and dividend disbursement
agent for the Fund is Mellon Investor Services LLC, 85 Challenger Road,
Ridgefield Park, New Jersey 07660.

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, 2003 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 January 2, 2004, the Fund had 17,678,824
shares outstanding and total net assets of $234,585,518.79. The Fund's shares
are listed on the NYSE (NYSE: EMF) and on the Pacific Exchange, Inc. 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 January 2,
2004, there were no other entities holding beneficially or of record more than
5% of the Fund's outstanding shares.regulatory requirements.

In addition to the knowledge of the Fund's management, as of January 2,
2004, no nominee or Trustee of the Fund owned 1% or more of the outstanding
shares of the Fund,powers 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 of Trustees, such correspondence should be in
writing and addressed to the Board of Trustees at the Fund's offices, 500 East
Broward Blvd., Suite 2100, Fort Lauderdale, Florida 33394-3091, Attention:
Secretary. The correspondence will then be given to the Board for their review
and consideration.

..AUDIT COMMITTEE

Audit Committee and Independent Auditors. The Fund's Audit Committee is
responsible for recommending the selection of the Fund's independent auditors,
including evaluating their independence, and meeting with such auditors to
consider and review matters relating to the Fund's financial reports and
internal accounting. The Audit Committee also reviews the maintenance of the
Fund's records and the safekeeping arrangements of the Fund's custodian. The
Audit Committee is comprised of Messrs. Millsaps (Chairman), Crothers, Olson
and Tseretopoulos, all of whom are Independent Trustees and also are considered
to be "independent" as that term is defined by the NYSE's listing standards.

Selection of Independent Auditors. Upon the recommendation of the Audit
Committee, the Board selected the firm of PricewaterhouseCoopers LLP ("PwC") as
independent 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 $18,267 for the fiscal year ended August
31, 2003 and $18,743 for the fiscal year ended August 31, 2002.

Audit-Related Fees. The aggregate fees paid to PwC for assurance and
related services by PwC 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 were $921 for the fiscal year ended August 31, 2003 and $275
for the fiscal year ended

In addition, the Audit Committee pre-approves PwC's engagement for
audit-related services with the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund. The fees for these services
were $426,460 for the fiscal year ended August 31, 2003 and $284,400 for the
fiscal year ended August 31, 2002.

Tax Fees. PwC did not render any tax compliance, tax advice or tax planning
services for the fiscal year ended August 31, 2003 or for the fiscal year ended
August 31, 2002.

All Other Fees. PwC did not bill for other products and services, other
than the services reported above, for the fiscal year ended August 31, 2003 or
for the fiscal year ended August 31, 2002.

PwC did not render other services to the Investment Manager or certain
entities controlling, controlled by, or under common control with the
Investment Manager that provide ongoing services to the Fund, which engagements
relate directly to the operations and financial reporting of the Fund, for the
fiscal year ended August 31, 2003 or for the fiscal year ended August 31, 2002.

Audit Committee Pre-Approval Policies and Procedures. As of the date of
this Proxy Statement, the Audit Committee has not adopted pre-approval policies
and procedures. As a result, all services provided by PwC must be directly
pre-approved by the Audit Committee.

Aggregate Non-Audit Fees. PwC did not render any non-audit services to the
Fund, to the Investment Manager or any entity controlling, controlled by, or
under common control with the Investment Manager that provide ongoing services
to the Fund for the fiscal year ended August 31, 2003 and or for the fiscal
year ended August 31, 2002.

Based on its 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 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, 2003 for filing
with the U.S. Securities and Exchange Commission.

AUDIT COMMITTEE

Fred R. Millsaps (Chairman)
Frank J. Crothers
Andrew H. Hines, Jr.
Frank A. Olson
Constantine D. Tseretopoulos

..FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies. Your vote is being solicited by the Board of
Trustees of the Fund. 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.

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.

Adjournment. The Chairman of the Board, the presiding officer of the Fund
for the Meeting, and the holders of a majority of the shares present (in person
or by proxy) and entitled to vote at the Meeting, each may adjourn the Meeting.
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. 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 2003 annual meeting.

Shareholder Proposals. The Fund anticipates that its next annual meeting
will be held on or about February 25, 2005. A shareholder who wishes to submit
a proposal for consideration for inclusion in the Fund's proxy statement for
the 2005 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 22, 2004 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 22, 2004, as described
above, may nonetheless present a proposal at the Fund's 2005 Annual Meeting of
Shareholders if such shareholder notifies the Fund at the Fund's offices, of
such proposal not earlier than September 28, 2004 and not later than October
28, 2004. 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 2005 Annual Meeting of Shareholders,
the persons designated as proxy holders for proxies solicited by the Board of
Trustees for the 2005 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 December 6, 2004. A shareholder proposal may be
presented at the 2005 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 requirementsduties set forth above, a shareholder must comply
with the following:

2. Each notice regarding nominations for the election of Trustees shall
set forth (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
that would have been required to be included in a proxy statement filed
pursuant to the 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.

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,

Barbara J. Green
Secretary

January 20, 2004

EXHIBIT A

NOMINATING COMMITTEE CHARTER

I. The Committee.

II. Board Nominations and Functions.

2. The Committee also shall evaluate candidates' qualifications and make
recommendations for "interested" members on the Board to the full Board.

III. Committee Nominations and Functions.

1. The Committee shall make recommendations to the full Board for nomination
for membership on all committees of the Board.

A-1

3. The Committee shall, on an annual basis, review the performance of the
Disinterested Board members.

IV. Other Powers and Responsibilities.

1. The Committee shall meet at least twice each year or more frequently in
open or executive sessions. The Committee may invite members of management,
counsel, advisers and others to attend its meetings as it deems appropriate.
The Committee shall have separate sessions with management and others, as and
when it deems appropriate.

3. The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.

5. The Committee shall review this Charter at least annually and recommend
any changes to the full Board.

ADDITIONAL STATEMENT FOR CLOSED-END FUNDS ONLY

The Committee shall comply with any rules of any stock exchange, if any,
applicable to nominating committees of closed-end funds whose shares are
registered thereon.

A-2

EXHIBIT B

AUDIT COMMITTEE CHARTER

I. The Committee.

The Audit Committee ("Committee") is a committee of, and established by, the
Board of Directors/Trustees of the Fund (the "Board"). The Committee shall
consist of such number of members as set by the Board from time to time and its
members shall be selected by the Board. The Committee shall be comprised
entirely of "independent" members, as defined in Item 3(a)(2) of SEC Form N-CSR
("Disinterested Board members"). Members shall be financially literate. At
least one member of the Committee shall be designated by the Board as an "audit
committee financial expert," as defined in Item 3(b) of SEC Form N-CSR, unless
the Board determines that the Fund does not have an audit committee financial
expert on the Committee.

II. Purposes of the Committee.

Consistent with such allocation of functions, the purposes of the Committee
are:

(b) To oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof;

(d) To consider such other matters as it deems appropriate in carrying out
its purpose and any other matters that may be assigned to it by the
Board.

B-1

III. Powers and Duties.

The Committee shall
have the following powers and duties to carry out its purposes:

(a) To select the auditors, subject to approval both by the Boardobtain and byreview a separate vote of the Disinterested Board members, and, in connection
therewith, to evaluate the independence of the auditors in accordance
with applicable law.

(b) To be directly responsible for approving the services to be provided by,
and the compensation of, the auditors, including:

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

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

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

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

(i) review the arrangements for and scope of the annual audit and any
special audits; (ii) discuss any matters or concerns relating to the
Fund's financial statements, including any recorded and/or unrecorded
adjustments to such statements recommended by the auditors, or other
results of audits; (iii) consider the auditors' comments with respect to
the Fund's financial policies, procedures and internal controls and
management's responses thereto; and (iv) to review the form of opinion
the auditors propose to render.

(d) To receive and consider reports from the auditors:

(i) as required by generally accepted accounting standards; and

(ii) annually and by update as required by SEC Regulation S-X, regarding:
(w) all critical accounting policies and practices of the Fund to be
used; (x) alternative treatments within generally accepted accounting
principles for policies and practices related to material items that
have been discussed with management of the Fund, including
ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the auditors; (y) other
material written communications between the auditors and management
of the Fund, such as any management letter or schedule of unadjusted
differences; and (z) all non-audit services provided to any entity in
an investment company complex, as defined in SEC Regulation S-X, that
were not pre-approved by the Committee pursuant to SEC Regulation S-X.

(e) To consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors.

B-2

(f) To investigate improprieties or suspected improprieties in Fund
operations.

(g) In considering the independence of the auditors, to request from the
auditors a written statement, and other reports as necessary, describing
allAll relationships between the auditors and the Fund, the Fund's
investment adviser, and service providers, and other entities advised or
serviced by, including any entities controlling, controlled by or under
common control with,affiliate of the investment adviser or any other service
providersthat provides ongoing
services to the Fund;

to obtain and consider periodic reports from(ii) Any material issues raised by the most recent internal
quality-control review, or peer review, of the auditors, regarding whetheror by any
inquiry or investigation by governmental or professional authorities,
within the provision of non-audit services is
compatible with maintaining the auditors' independence; and to request
frompreceding five years, respecting one or more independent
audits carried out by the auditors, and any steps taken to deal with any
such issues; and

(iii) The auditors' internal quality-control procedures;

(b) To discuss generally, to the extent the Fund issues any earnings
press releases or any financial information and earnings guidance provided
to analysts and rating agencies, any such releases or information and
guidance;

(c) To discuss in a certificate that they are independent auditors undergeneral manner, as either part of the Federal securities lawsfull Board or
as a Committee, the Fund's processes with respect to risk assessment and
are in compliance with all standards
adopted by the Independence Standards Board.

(h)risk management;

(d) To review the experience and qualificationsapprove, as either part of the senior membersfull Board or as a
Committee, clear policies relating to the hiring by entities within Franklin
Templeton Investments of employees or former employees of the auditors' team and the quality control proceduresauditors;

(e) To evaluate, as either part of the auditors.full Board or as a Committee, its
performance at least annually; and

(f) Upon appointment of a member (i) To require that the auditors regularly provide timely information to the Committee with respect to new rules and pronouncements by applicable
regulatory and accounting standards agencies, along with an explanation
of how such developments may affect the Fund's financial statements and
accounting principles and practices.

(j) To review, at such times and in the manner deemed appropriate by the
Committee, the results of the annual audit and financial statements, and
the report of the auditors' audit of the Fund's annual financial
statements, including footnotes and any significant audit findings.

(k) To consider management's evaluation of the Fund's disclosure controls
and procedures in connection with certifications of the Fund's Chief
Executive Officer - Finance and Administration and Chief Financial
Officer concerning (i) all significant deficiencies in the design or
operation of internal controls which could adversely affect the Fund's
ability to record, process, summarize and report financial data and have
identified for the Fund's auditors any material weaknesses in internal
controls; and (ii) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Fund's
internal controls, and for any other purposes the Committee deems
appropriate.

(l) To inform the chief legal officer ("CLO") and chief executive officer
("CEO") of the Fund (or the equivalents thereof) of any report of
evidence of a material violation by the Fund, its officers,
directors/trustees, employees (if any), or agents (collectively,
"affiliates").

(m) To determine whether an investigation is necessary regarding any report
of evidence of a material violation by the Fund or it affiliates.

(n) If the Committee determines such an investigation is necessary or
appropriate, (i) to notify the Board; (ii) to initiate an investigation,
which may be conducted by either the
CLOaudit committee of another public company, who simultaneously serves on the
audit committees of three or by outside attorneys; and
(iii)more public companies, to retain such additional expert personnel as the Committee deems
necessary to assist in the investigation.

(o) At the conclusion of any such investigation, (i) to recommend by a
majority vote, that the Fund implement an appropriate response (as
defined in Section 205.2(b) of the Standards) to evidence of a material
violation, and (ii) to inform the CLO and the CEO andrequest the Board ofto
determine that such simultaneous service would not impair the resultsability of
such investigation andmember to effectively serve on the appropriate remedial measures to
be adopted.

(p) Acting by majority vote, to take all other appropriate action, including
the authority to notify the SEC in the event the Fund fails in any
material respect to implement an appropriate response that the Committee
has recommended the Fund to take.

B-3

(q) To otherwise respond to evidence of a material violation.

IV. Other Functions and Procedures of the Committee.

(a) The Committee shall meet at least twice each year or more frequently, in
open or executive sessions. The Committee shall meet as frequently as
circumstances require with (i) the auditors as provided in III (c), above; and
(ii) management's internal audit department to review and discuss internal
audit functions and reports. The Committee may invite members of management,
the auditors, counsel, advisers and others to attend its meetings as it deems
appropriate. The Committee shall have separate sessions with the auditors,
management and others, as and when it deems appropriate.

(b) The Committee shall establish procedures for (i) the receipt, retention
and treatment of complaints received by the Fund or the Fund's adviser
regarding accounting, internal accounting controls, or accounting matters; and
(ii) the confidential, anonymous submission by employees of the Fund or the
Fund's adviser of concerns regarding questionable accounting or auditing
matters.

(e) The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.

(f) The Committee shall review this Charter annually, or more frequently if
it chooses, and recommend any changes to the Board.

ADDITIONAL STATEMENT FOR CLOSED-END FUNDS ONLY

The Committee shall comply with such other rules of the New York Stock
Exchange, Inc., the American Stock Exchange and the U.S. Securities and
Exchange Commission applicable to closed-end funds, including (i) the preparation of the Audit Committee Disclosure Report requiredas such may be adopted and
amended from time to be included in the Fund's annual proxy statement; and (ii) the review and
discussion of Fund financial statements and management policies in accordance
with applicable Corporate Governance Rules of the New York Stock Exchange, Inc.

B-4time.

B-6

TLEMF PROXY 01/0405

TEMPLETON EMERGING MARKETS FUND
ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 27, 200425, 2005

The undersigned hereby revokes all previous proxies for his/her shares and
appoints BARBARA J. GREEN, 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 Templeton Emerging Markets Fund (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 Blvd.,Boulevard, 12th Floor, Fort Lauderdale, Florida
33394 at 10:00 a.m.,12 Noon Eastern time, on the 27th25th day of February, 2004,2005, including any
postponements or adjournments thereof, upon the matters 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 VOTEDThis 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)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.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.

(CONTINUED, AND TO BE SIGNED ON THE OTHER SIDE)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE

You can now access your TEMPLETON EMERGING MARKETS FUND account online.

Access your Fund account online via Investor ServiceDirect(R) (ISD).

Mellon Investor Services LLC, 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 http://www.melloninvestor.com
For technical assistance call 1-877-978-7778 between 9am-7pm
Monday-Friday, Eastern time

Investor ServiceDirect(R) is a registered trademark of Mellon Investor
Services LLC

PLEASE MARK YOUR VOTE
AS INDICATED IN THIS
EXAMPLE [X]

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTEThe Board of Trustees unanimously recommends a vote FOR THE PROPOSAL.the Proposal.

Proposal - Election of TrusteesTrustees.

FOR all nominees WITHHOLD Nominees: 01 Harmon E. Burns,Harris J. Ashton, 02 Charles B. JohnsonFrank J. Crothers,
listed (except as AUTHORITY 03 Frank A. OlsonS. Joseph Fortunato and 04 Constantine D. TseretopoulosEdith E. Holiday
marked to the right) to vote for all
nominees listed

[ ] [ ] TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE LINE BELOW.

------------------------------------------------------------

I PLAN TO ATTEND THE MEETING. YES NO
[ ] [ ]

SIGNATURE(S): DATED: , 20042005
------------------------------------------ -----------
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

Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week

Internet and telephone voting are available through 11:59 pm Eastern time
the day prior to annual meeting day.

Your internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.

|------------------------------| |--------------------| |----------------|
| Internet | | Telephone | | Mail |
|http://www.proxyvoting.com/emf| | 1-866-540-5760 | | |
| | | | |Mark, sign and |
|Use the Internet to vote your | OR | Use any touch-tone | OR |date your proxy |
|proxy. Have your proxy card | | telephone to vote | |card and return |
|in hand when you access the | | your proxy. Have | |it in the |
|web site. | | your proxy card in | |enclosed |
| | | hand when you call.| |postage-paid |
| | | | |envelope. |
|------------------------------| |--------------------| |----------------|

If you vote your proxy by Internet or telephone,
you do NOT need to mail back your proxy card.