SCHEDULE 14A
(RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

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 Rule 14a-11(c) or Rule 14a-12

TEMPLETON EMERGING MARKETS FUND
------------------------------------------------
(Name of Registrant as Specified in its Charter)

--------------------------------------------------------------------
Name of Person(s) Filing Proxy Statement, other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11(s)(2).

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[LOGO] FRANKLIN TEMPLETON INVESTMENTSLOGO

TEMPLETON EMERGING MARKETS FUND

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the Annual Meeting of Shareholders scheduled for
February 24, 200623, 2007 at 12 Noon, Eastern time. The enclosed materials discuss the
proposal (the "Proposal") to be voted on at the meeting, and contain the Notice
of Meeting, proxy statement and proxy card. A proxy card is, in essence, a
ballot. When you vote your proxy, it tells us how you wish to vote on important
issues relating to Templeton Emerging Markets Fund (the "Fund"). If you specify
a vote on 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 on the Proposal, your
proxy will be voted FOR the Proposal.

We urge you to spend a few minutes reviewing the Proposal in the proxy
statement. Then, please fill out and sign the proxy card and return it to us so
that we know how you would like to vote. When shareholders return their proxies
promptly, the Fund may be able to save money by not having to conduct
additional mailings.

We welcome your comments. If you have any questions, call Fund Information
at 1-800/DIAL BEN(R) (1-800-342-5236).

TELEPHONE AND INTERNET VOTING

For your convenience, you may be able to vote by telephone or through the
Internet, 24 hours a day. If your account is eligible, instructions are
enclosed.

[LOGO] FRANKLIN TEMPLETON INVESTMENTSLOGO

TEMPLETON EMERGING MARKETS FUND

NOTICE OF 20062007 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, 12th21st Floor, Fort Lauderdale, Florida 33394-3091 on February 24, 200623, 2007
at 12 Noon, Eastern time.

During the Meeting, shareholders of the Fund will vote on the following
Proposal:

. The election of threefive Trustees of the Fund to hold office for the
terms specified.

By Order of the Board of Trustees,

Robert C. Rosselot
Secretary

January 18, 200619, 2007

Please sign and promptly return the proxy card in the enclosed 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 December 30, 200529, 2006 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 18, 2006.19, 2007.

On what issue am I being asked to vote?

You are being asked to vote on the election of threefive 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
threefive nominees.

How do I ensure that my vote is accurately recorded?

You may attend the Meeting and vote in person or you may complete and return
the enclosed proxy card. If you are eligible to vote by telephone or through
the Internet, instructions are enclosed.

Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote on the Proposal, your
proxy will be voted as you indicate. If you simply sign, date and return the
proxy card, but do not specify a vote on the Proposal, your shares will be
voted FOR the election of all nominees as Trustee.

May I revoke my proxy?

You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy to the Fund that is received by the
Fund at or prior to the Meeting, or by attending the Meeting and voting in
person.

What if my shares are held in a brokerage account?

If your shares are held by your broker, then in order to vote in person at
the Meeting, you will need to obtain a "Legal Proxy" from your broker and
present it to the Inspector of Election at the Meeting.

..THE PROPOSAL: ELECTION OF TRUSTEES

How are nominees selected?

The Board of Trustees of the Fund (the "Board" or the "Trustees") has a
Nominating Committee consisting of Edith E. Holiday (Chairman)(Chairperson), Frank J.
Crothers Gordon S. Macklin and Frank A. Olson, none of whom is an "interested person" of the Fund
as defined by the Investment Company Act of 1940, as amended (the "1940 Act").
Trustees who are not interested persons of the Fund are referred to as the
"Independent Trustees," and Trustees who are interested persons of the Fund are
referred to as the "Interested Trustees."

The Nominating Committee is responsible for selecting candidates to serve as
Trustees and recommending such candidates (a) for selection and nomination as
Independent Trustees by the incumbent Independent Trustees and the full Board;
and (b) for selection and nomination as Interested Trustees by the full Board.
In considering a candidate's qualifications, the Nominating Committee generally
considers the potential candidate's educational background, business or
professional experience, and reputation. In addition, the Nominating Committee
has established as minimum qualifications for Board membership as an
Independent TrusteeTrustee: (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,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,member; and (3) that such
candidate have no continuing relationship as a director, officer or board
member of any U.S. registered investment company other than those within the
Franklin Templeton Investments fund complex.

When the Board has or expects to have a vacancy, the Nominating Committee
receives and reviews information on individuals qualified to be recommended to
the full Board as nominees for election as Trustees, including any
recommendations by "Qualifying Fund Shareholders" (as defined below). Such
individuals are evaluated based upon the criteria described above. To date, the
Nominating Committee has been able to identify, and expects to continue to be
able to identify, from its own resources an ample number of qualified
candidates. The Nominating Committee, however, will review recommendations from
Qualifying Fund Shareholders to fill vacancies on the Board if these
recommendations are submitted in writing and addressed to the Nominating
Committee at the Fund's offices and are presented with appropriate background
material concerning the candidate that demonstrates his or her ability to serve
as a Trustee, including as an Independent Trustee, of the Fund. A Qualifying
Fund Shareholder is a shareholder who (i) has continuously owned of record, or
beneficially through a financial intermediary, shares of the Fund having a net
asset value of not less than two hundred 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 suchthe Qualifying Fund Shareholder
and the length of time that suchthe shares have been so owned by the Qualifying Fund
Shareholder; (c) a description of all arrangements and understandings between
suchthe 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 suchthe 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 2

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 was included in the Fund's proxy
statement for its 2005 Annual Meeting of Shareholders.

Who are the nominees and Trustees?

The Board is divided into three classes. Each class has a term of three
years. Each year the term of office of one class expires. This year, the terms
of threefour Trustees expire. Gordon S. Macklin, David W. NiemiecCharles B. Johnson, Gregory E. Johnson, Frank A. Olson
and LarryConstantine D. ThompsonTseretopoulos have been nominated for three-year terms, set
to expire at the 2010 Annual Meeting of Shareholders. Robert E. Wade has been
nominated for a two-year term, set to expire at the 2009 Annual Meeting of
Shareholders. These terms continue, however, until successors are duly elected
and qualified. All of the nominees are currently members of the Board with the
exception of Gregory E. Johnson. Among these nominees, Charles B. Johnson and
Gregory E. Johnson are considered Independent Trustees; however, Messrs. Niemiecdeemed to be Interested Trustees. Gregory E. Johnson and
ThompsonRobert E. Wade are standing for election by shareholders of the Fund for the
first time. A formerAn incumbent Interested Trustee recommended Gregory E. Johnson and
an incumbent Independent Trustee
recommended Messrs. Niemiec and Thompson, respectively,Robert E. Wade for consideration by the Nominating Committee as nominees 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.

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 17.66%17.5% and 14.97%14.9%,
respectively, of its outstanding shares as of August 31, 2005.2006. 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 Gregory E.
Johnson, nominee for Trustee of the Fund, are father and son. Rupert H.
Johnson, Jr., Vice President of the Fund, are brothers.is the brother of Charles B. Johnson
and the uncle of Gregory E. Johnson. There are no other 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 other
directorships held by the nominee or Trustee.

Nominees for Independent Trustee to serve until 2010 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Overseen or to
Length of be Overseen
Name, Age and Address Position Time Served by Trustee* Other Directorships Held
- -----------------------------------------------------------------------------------------------------------
Frank A. Olson (74) Trustee Since 2003 103 Director, Hess Corporation
500 East Broward Blvd. (formerly Amerada Hess
Suite 2100 Corporation) (exploration and
Fort Lauderdale, FL 33394-3091 refining of oil and gas) and
Sentient Jet (private jet service);
and formerly, Director, Becton
Dickinson and Company
(medical technology), Cooper
Industries, Inc. (electrical
products and tools and
hardware), Health Net, Inc.
(formerly Foundation Health)
(integrated managed care), The
Hertz Corporation (car rental),
Pacific Southwest Airlines, The
RCA Corporation, Unicom
(formerly Commonwealth
Edison), UAL Corporation
(airlines) and White Mountains
Insurance Group, Ltd. (holding
company).

Principal Occupation During Past 5 Years:
Chairman Emeritus, The Hertz Corporation (since 2000) (Chairman of the Board (1980-2000) and Chief
Executive Officer (1977-1999)); and formerly, Chairman of the Board, President and Chief Executive Officer,
UAL Corporation.
- -----------------------------------------------------------------------------------------------------------
Constantine D. Tseretopoulos (52) Trustee Since 1999 20 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091

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

Nominee for Independent Trustee to serve until 2009 Annual Meeting of Shareholders:

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

Gordon S. Macklin (77)--------------------------------------------------------------------------------------------------------------------
Robert E. Wade (60) Trustee Since 1993 1402006 30 Director, Martek BiosciencesEl Oro and Exploration
500 East Broward Blvd. Corporation, MedImmune, Inc.Co., p.l.c. (investments) and
Suite 2100 (biotechnology) andARC Wireless Solutions, Inc.
Fort Lauderdale, FL 33394-3091 Overstock.com (Internet
services);(wireless components and
formerly,
Director, MCI Communication
Corporation (subsequently
known as MCI WorldCom, Inc.
and WorldCom, Inc.)
(communications services)
(1988-2002), White Mountains
Insurance Group, Ltd. (holding
company) (1987-2004) and
Spacehab, Inc. (aerospace
services) (1994-2003)network products).

Principal Occupation During Past 5 Years:
Practicing attorney.
- --------------------------------------------------------------------------------------------------------------------

Nominees for Interested Trustee to serve until 2010 Annual Meeting of Shareholders:

**Charles B. Johnson (73) Chairman of Chairman of the 142 None
One Franklin Parkway the Board, Board and
San Mateo, CA 94403-1906 Trustee and Trustee since
Vice 1995 and Vice
President President since
1992

Principal Occupation During Past 5 Years:
Chairman of the Board, Member - Office of the Chairman and Director, of various companies; and formerly, Deputy Chairman, White Mountains Insurance Group, Ltd. (2001-
2004); Chairman, White River Corporation (financial services) (1993-1998) and Hambrecht & Quist Group
(investment banking) (1987-1992)Franklin Resources, 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
41 of the investment companies in Franklin Templeton Investments.
- --------------------------------------------------------------------------------------------------------------------
**Gregory E. Johnson (45) Nominee N/A 7 None
One Franklin Parkway
San Mateo, A 94403-1906

Principal Occupation During Past 5 Years:
President National Associationand Chief Executive Officer, Franklin Resources, Inc.; President and Director, Franklin Agency, Inc.;
Vice President and Director, Franklin Advisers, Inc.; Director, Templeton Global Advisors Limited and Fiduciary
Trust Company International; President, Templeton Worldwide, Inc.; and officer and/or director or trustee, as the
case may be, of Securities Dealers,some of the other subsidiaries of Franklin Resources, Inc.
(1970-1987).
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Independent Trustees serving until 2009 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Overseen or to
Length of be Overseen
Name, Age and Address Position Time Served by Trustee* Other Directorships Held
- -------------------------------------------------------------------------------------------------------------
David W. Niemiec (56)(57) Trustee Since 172005 20 Director, Emeritus Corp.Corporation
500 East Broward Blvd. October 2005 (assisted living). and OSI
Suite 2100 Pharmaceuticals, Inc.
Fort Lauderdale, FL 33394-3091 (pharmaceutical products).
Principal Occupation During Past 5 Years:
Advisor, Saratoga Partners (private equity fund); Director, various private companies; and formerly, Managing
Director, Saratoga Partners (1998-2001); Managing Director, and SBC Warburg Dillon Read (investment banking) (1997-1998);
Vice Chairman, Dillon, Read & Co. Inc. (investment banking) (1991-1997); and Chief Financial Officer, Dillon,
Read & Co. Inc. (1982-1997).
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Larry D. Thompson (60)(61) Trustee Since 162005 20 None
500 East Broward Blvd. October 2005
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Senior Vice President--GovernmentPresident - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products);
and formerly, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (1997-2001);
Senior Fellow of The Brookings InstituteInstitution (2003-2004); Visiting Professor, University of Georgia School of
Law (2004); and Deputy Attorney General, U. S.U.S. Department of Justice (2001-2003).
- --------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
Independent Trustees serving until 2008 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
- ----------------------------------------------------------------------------------------------------------
Harris J. Ashton (73)(74) Trustee Since 1992 140142 Director, Bar-S Foods (meat
500 East Broward Blvd. 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 (61)(62) Trustee Since 1999 20 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Chairman, Island Corporate HoldingHoldings Ltd.; Director and Vice Chairman, Caribbean Utilities Co. Limited;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 (73) Trustee Since 1992 141 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 (until 2002) (Consultant
(2003)).
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Edith E. Holiday (53)(54) Trustee Since 1996 136143 Director, Amerada Hess Corporation
500 East Broward Blvd. Corporation(formerly Amerada Hess
Suite 2100 Corporation) (exploration and
Suite 2100Fort Lauderdale, FL 33394-3091 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 Group,
Ltd. (holding company).

Principal Occupation During Past 5 Years:
Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States
and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-
1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison--United
States Treasury Department (1988-1989).
- ------------------------------------------------------------------------------------------------------------------

Independent Trustees serving until 2007 Annual Meeting of Shareholders:
Frank A. Olson (73) Trustee Since 2003 101 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
Company (medical
technology), Cooper Industries,
Inc. (electrical products and
tools and hardware), Health
Net, Inc. (formerly Foundation
Health) (integrated managed
care), The Hertz Corporation
(car rental), Pacific Southwest
Airlines, The RCA
Corporation, Unicom (formerly
Commonwealth Edison) and
UAL Corporation (airlines).

Constantine D. Tseretopoulos (51) Trustee Since 1999 20 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091

Interested Trustees serving until 2007 Annual Meeting of Shareholders:
**Harmon E. Burns (60) Trustee and Trustee 21 None
One Franklin Parkway Vice President since 1992
San Mateo, CA 94403-1906 and Vice
President
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.; and officer and/
or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of
the investment companies in Franklin Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------------
**Charles B. Johnson (72) Chairman of Chairman of 140 None
One Franklin Parkway the Board, the Board
San Mateo, CA 94403-1906 Trustee and and Trustee
Vice President since 1995
and Vice
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 42 of the
investment companies in Franklin Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------------

* We base the number of portfolios on each separate series of the U.S.
registered investment companies within the Franklin Templeton Investments
fund complex. These portfolios have a common investment advisermanager or
affiliated investment advisers,managers, and also may share a common underwriter.

** Harmon E. Burns and Charles B. Johnson and Gregory E. Johnson are "interested persons" of the
Fund as defined by the 1940 Act. The 1940 Act limits the percentage of
interested persons that can comprise a fund's board of trustees. Mr.Charles B.
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,investment manager, and his position with the
Fund. Mr. BurnsGregory E. Johnson is considered as an interested person of the Fund due
to his position as an officer and director of Resources and his position withResources. Charles B. Johnson is the Fund.father
of Gregory E. Johnson. The remaining Trustees of the Fund are Independent
Trustees.

The
nominees for Independent Trustee and the other Independent Trustees were
determined by the full Board of Trustees to be independent for purposes of
the listing standards of the Pacific Exchange Inc. because each of these
nominees and Trustees is not an "interested person" of the Fund as defined
by the 1940 Act.7

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 and nominees for Trustee as of December 31,
2005:

Independent Trustees:2006:

Aggregate Dollar Range of Equity
Independent Trustees: Securities in all Funds Overseen byin 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 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
Gordon S. Macklin........... $10,001--$50,000 Over $100,000
David W. Niemiec............ None Over $100,000
Frank A. Olson.............. None Over $100,000
Larry D. Thompson........... None NoneOver $100,000
Constantine D. Tseretopoulos None Over $100,000
Interested Trustees:Robert E. Wade.............. None Over $100,000

Aggregate Dollar Range of Equity
Interested Trustee/Nominee: Securities in all Funds Overseen byin the
Dollar Range of Equity Trustee in the Franklin Templeton
Name of TrusteeTrustee/Nominee Securities in the Fund Investments Fund Complex
- -------------------------------------------------------------------------------------------
Harmon E. Burns............. None Over $100,000------------------------------------------------------------------------------------
Charles B. Johnson.......... $10,001--$50,000 Over $100,000
Gregory E. Johnson.......... None 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 of the
Fund's shareholders. The Trustees anticipate meeting at least five times during
the current fiscal year to review the operations of the Fund and the Fund's
investment performance.performance, and more frequently as necessary. 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 an annual retainer of $2,000$2,300 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. The compensation of Independent Trustees is
established by Independent Trustees.

During the fiscal year ended August 31, 2005,2006, there were sixfive 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 with
the exception of Mr. Macklin who missed two Board meetings and three Nominating
Committee meetings due to illness.served. The
Fund does not currently have a formal policy regarding Trustees' attendance at
the annual shareholders' meeting. No Trustees attended the Fund's last annual
meeting held on February 25, 2005.24, 2006.

Independent Trustees are also reimbursed for expenses incurred in connection
with Board meetings. 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.

The table below indicates the total fees paid to Independent Trustees by the
Fund individually and by all of the funds in Franklin Templeton Investments.Investments
fund complex. 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 morebring their
experience and talents to, and effectively oversee the management of, theseveral
funds.

Number of Boards within
Aggregate Total Compensation from Franklin Templeton
Compensation Franklin Templeton Investments Fund Complex
Name of Trustee from the Fund*Fund/(1)/ Investments Fund Complex**Complex/(2)/ on which Trustee Serves***Serves/(3)/
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Harris J. Ashton............ $3,080 $404,038 42Ashton.............. $3,300 $409,531 41
Frank J. Crothers........... 3,459 151,466Crothers............. 3,327 155,950 14
S. Joseph Fortunato......... 3,425 406,036 43Fortunato/(4)/...... 3,300 403,624 N/A
Edith E. Holiday............ 3,425 403,749 41Holiday.............. 3,300 422,530 42
Gordon S. Macklin........... 3,025 379,002 42Macklin/(5)/........ 3,300 409,527 N/A
Fred R. Millsaps****........ 3,459 225,466 0Millsaps/(6)/......... 984 61,762 N/A
David W. Niemiec*****....... 0 42,687 13Niemiec.............. 3,318 153,950 14
Frank A. Olson.............. 3,459 231,486 27Olson................ 3,327 358,773 29
Larry D. Thompson*****...... 0 35,187 12Thompson............. 3,100 140,750 14
Constantine D. Tseretopoulos 3,459 151,466Tseretopoulos.. 3,327 155,950 14
Robert E. Wade/(7)/........... 1,742 310,621 17

- --------
*/(1)/ Compensation received for the fiscal year ended August 31, 2005.
**2006.
/(2)/ Compensation received for the calendar year12 months ended December 31, 2005.
***September 30, 2006.
/(3)/ We base the number of boards on the number of U.S. registered investment
companies in the Franklin Templeton Investments fund complex. This number
does not include the total number of series or funds within each
investment company for which the Board members are responsible. Franklin
Templeton Investments fund complex currently includes 4746 U.S. registered
investment companies, with approximately 153155 U.S. based funds or series.
9

****/(4)/ Mr. Fortunato retired effective as of the close of business September 5,
2006.
/(5)/ Mr. Macklin retired effective as of the close of business September 12,
2006.
/(6)/ Mr. Millsaps retired effective December 31, 2005.
***** Messrs. Niemiec and Thompson were/(7)/ Mr. Wade was appointed to the Board in October 2005.effective March 1, 2006.

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(which may include the
fees received for serving as a director or trustee of a Franklin fund in shares
of one or more Franklin fundsFund) until the value of such investments equals or exceeds five times the
annual retainer and regular Board meeting fees paid to such board member.
Investments in the name of family members or entities controlled by a board
member constitute fund holdings of such board member for purposes of this
policy, and a three-year phase-in period applies to such investment
requirements for newly elected board members. In implementing such policy, a
board member's fund holdings existing on February 27, 1998, are valued as of
such date with subsequent investments valued at cost.

Who are the Executive Officers of the Fund?

Officers of the Fund are appointed by the Trustees and serve at the pleasure
of the Board. Listed below, for the Executive Officers, are their names, 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, Chairman of the Board
Trustee and and Trustee since 1995 and
Vice President Vice President since 1992
Please refer to the table "Interested Trustees serving"Nominees for Interested Trustee to serve until 20072010 Annual Meeting of Shareholders"
for additional information about Mr. Charles B. Johnson.
- ------------------------------------------------------------------------------------------------------------------
Harmon E. Burns Trustee and Vice Trustee since 1992 and
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 (69)(70) President and Chief President since 1987 and Chief
17th Floor, The Chater House Executive 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. (65)(66) 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.; 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 4644 of the investment
companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Jimmy D. Gambill (58)(59) 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
4746 of the investment companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Jeffrey A. Everett (41)(42) 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; and officer of 14 of the investment companies in
Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

John R. Kay (65)(66) 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 32 of the investment companies in
Franklin Templeton Investments; and formerly, Vice President and Controller, Keystone Group, Inc.
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Craig S. Tyle (45)(46) Vice President and Since October 2005
One Franklin Parkway Assistant Secretary
San Mateo, CA 94403-1906

Principal Occupation During Past 5 Years:
General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of 4746 of the investment
companies in Franklin Templeton Investments; and formerly, Partner, Shearman & Sterling, LLP (2004-2005);
and General Counsel, Investment Company Institute (ICI) (1997-2004).
- ------------------------------------------------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
- -----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Barbara J. Green (58)(59) Vice President and Vice President since 2000 and
One Franklin Parkway Assistant Secretary Assistant Secretary since 2004
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, Templeton Worldwide, Inc.; Secretary, Franklin Advisers, Inc., Franklin Advisory Services, LLC,
Franklin Investment Advisory Services, LLC, 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 4746 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).
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
David P. Goss (58)(59) 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.;Templeton Investments; officer and director of one of the
subsidiaries of Franklin Resources, Inc.; and officer of 47 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 (68) Vice President--AML Since 2002
600 Fifth Avenue Compliance
Rockefeller Center
New York, NY 10028-2302

Principal Occupation During Past 5 Years:
Vice Chairman, Chief Banking Officer and Director, Fiduciary Trust Company International; Director, Franklin
Templeton Institutional Suisse S.A., 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 4546 of the investment companies in Franklin Templeton
Investments.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Robert C. Rosselot (45)(46) Secretary Since 2004
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Senior Associate General Counsel, andFranklin Templeton Investments; Assistant Secretary, Franklin Resources,
Inc.; Vice President and Assistant Secretary, Templeton Investment Counsel, LLCLLC; Vice President, Secretary and
Trust Officer, Fiduciary Trust International of the South; and officer of 14 of the investment companies in
Franklin Templeton Investments; and formerly, Assistant General Counsel, The Prudential Insurance
Company of America (1997-2001).Investments.
- -----------------------------------------------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
- --------------------------------------------------------------------------------------------------------------
Galen G. Vetter (54)(55) Chief Financial Officer and Since 2004
500 East Broward Blvd. Chief Accounting Officer
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Senior Vice President, Franklin Templeton Services, LLC; officer of 4746 of the investment companies in Franklin
Templeton Investments; and formerly, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner,
McGladrey & Pullen, LLP (1979-1987 and 1991-2004).
- --------------------------------------------------------------------------------------------------------------
Gregory R. Seward (49)(50) 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 16 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 (53)(54) Chief Compliance Officer Since 2004and Chief Compliance Officer since
One Franklin Parkway Vice President--AML 2004 and Vice President--
San Mateo, CA 94403-1906 Compliance AML Compliance since 2006

Principal Occupation During Past 5 Years:
Director, Global Compliance, Franklin Resources, Inc.; officer of 4746 of the investment companies in Franklin
Templeton Investments; and formerly, Director of Compliance, Franklin Resources, Inc. (1994-2001).
- --------------------------------------------------------------------------------------------------------------

..ADDITIONAL INFORMATION ABOUT THE FUND

The Investment Manager. The Investment Manager of the Fund is Templeton
Asset Management Ltd.--HongLtd.-Hong Kong Branch, a Singapore company with a branch
office at 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, 480 Washington Boulevard,
Jersey City, New Jersey 07310.

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, 20052006, are available free of charge.
To obtain a copy, please call 1-800/DIAL BEN(R) (1-800-342-5236)

or forward a
written request to Franklin Templeton Investor Services, LLC, P.O. Box 33030,
St. Petersburg, Florida 33733-8030.

Principal Shareholders. As of December 30, 2005,29, 2006, the Fund had 17,813,89618,073,033
shares outstanding and total net assets of $330,879,537.15.$331,267,323. 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 December 30, 2005,29, 2006, 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 December 30,
2005,29,
2006, no nominee or Trustee of the Fund owned 1% or more of the outstanding
shares of the Fund, and the Trustees and officers of the Fund owned, as a
group, less than 1% of the outstanding shares of the Fund.

Contacting the Board of Trustees. If a shareholder wishes to send a
communication to the Board, such correspondence should be in writing and
addressed to the Board of Trustees at the Fund's offices, 500 East Broward
Boulevard, Suite 2100, Fort Lauderdale, Florida 33394-3091, Attention:
Secretary. The correspondence will be given to the Board for review and
consideration.

..AUDIT COMMITTEE

Audit Committee and Independent Registered Public Accounting Firm. The
Fund's Audit Committee is responsible for the appointment, compensation and
retention of the Fund's independent registered public accounting firm
("auditors"), including evaluating their independence, recommending the
selection of the Fund's auditors to the full Board, and meeting with such
auditors to consider and review matters relating to the Fund's financial
reports and internal accounting. The Audit Committee is currently comprised of Messrs.
Crothers, Niemiec, Olson (Chairman) and Tseretopoulos, all of whom are
Independent Trustees and also are considered to be "independent" as that term
is defined by the listing standards applicable to the Fund.

Selection of Auditors. The Audit Committee and the Board have selected the
firm of PricewaterhouseCoopers LLP ("PwC") as auditors of the Fund for the
current fiscal year. Representatives of PwC are not expected to be present at
the Meeting, but will have the opportunity to make a statement if they wish,
and will be available should any matter arise requiring their presence.

Audit Fees. The aggregate fees paid to PwC for professional services
rendered by PwC for the audit of the Fund's annual financial statements or for
services that are normally provided by PwC in connection with statutory and
regulatory filings or engagements were $24,753$33,461 for the fiscal year ended
August 31, 20052006 and $6,052$24,978 for the fiscal year ended August 31, 2004.2005.

Audit-Related Fees. ThereFor the fiscal years ended August 31, 2006 and 2005,
there were no fees paid to PwC for assurance and related services by PwC to the
Fund that are reasonably related to the performance of the audit or review of
the Fund's financial statements and not reported under "Audit Fees" above.

In addition, the Audit Committee pre-approves PwC's engagement for
audit-related services withby 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 14

financial reporting of the Fund. TheThere were no fees paid to
PwC for thesesuch services were $0 for the fiscal year ended August 31, 2005 and $48,5792006 or for the
fiscal year ended August 31, 2004. The services for which these fees were paid included
attestation services.2005.

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, 20052006
or for the fiscal year ended August 31, 2004.2005.

In addition, the Audit Committee pre-approves PwC's engagement for tax
services to be provided to the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund. The fees for these services
were $24,546$3,961 for the fiscal year ended August 31, 20052006 and $0$4,955 for the fiscal
year ended August 31, 2004.2005. The services for which these fees were paid
included tax compliance and advice.

All Other Fees. The aggregate fees paid for products and services provided
by PwC to the Fund, other than the services reported above, were $204 for the
fiscal year ended August 31, 2006 and $0 for the fiscal year ended August 31,
2005 and $100 for the fiscal year ended August 31,
2004.2005. The services for which these fees were paid included review of materials
provided to the Board in connection with the investment management contract
renewal process.

In addition, the Audit Committee pre-approves PwC's engagement for other
services withto be provided to the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund. The aggregate fees paid to
PwC for such other services and not reported above were $340$175,657 for the Fund's
fiscal year ended August 31, 20052006 and $99,985$340 for the fiscal year ended August 31,
2004.2005. The services for which these fees were paid included review of materials
provided to the Board in connection with the investment management contract
renewal process.

Aggregate Non-Audit Fees. The aggregate fees paid to PwC for non-audit
services to the Fund and 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 $24,886$179,822 for the fiscal year
ended August 31, 20052006 and $148,664$5,295 for the fiscal year ended August 31, 2004.2005.

The Audit Committee has determined that the provision of the non-audit
services that were rendered to the Investment Manager and to any entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund is compatible with maintaining PwC's
independence.

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

Audit Committee Report. The Board has adopted and approved a formal written
charter for the Audit Committee, which sets forth the Audit Committee's
responsibilities. A copy of the charter was included in the Fund's proxy
statement for its 2005 Annual Meeting of Shareholders.

As required by the charter, the Audit Committee reviewed the Fund's audited
financial statements and met with management, as well as with PwC, the Fund's
auditors, to discuss the financial statements.

The Audit Committee received the written disclosures and the letter from PwC
required by 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, PwC's independence, as well as the following: the auditors'
responsibilities in accordance with generally accepted auditing standards; the
auditors' responsibilities for information prepared by management that
accompanies the Fund's audited financial statements and any procedures
performed and the results; the initial selection of, and whether there were any
changes in, significant accounting policies or their application; management's
judgments and accounting estimates; whether there were any significant audit
adjustments; whether there were any disagreements with management; whether
there was any consultation with other accountants; whether there were any major
issues discussed with management prior to the auditors' retention; whether the
auditors encountered any difficulties in dealing with management in performing
the audit; and the auditors' judgments about the quality of the Fund's
accounting principles.

Based on its review and discussions with management and the Fund's auditors,
the Audit Committee did not become aware of any material misstatements or
omissions in the financial statements. Accordingly, the Audit 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,
20052006 for filing with the U.S. Securities and Exchange Commission.

AUDIT COMMITTEE

Fred R. Millsaps (Chairman through
December 31, 2005)Frank A. Olson, Chairman
Frank J. Crothers
Frank A. OlsonDavid W. Niemiec
Constantine D. Tseretopoulos

..FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies. Your vote is being solicited by the Trustees. The
cost of soliciting proxies, including the fees of a proxy soliciting agent, is
borne by the Fund. The Fund reimburses brokerage firms and others for their
expenses in forwarding proxy material to the beneficial owners and soliciting
them to execute proxies. In addition, the Fund may retain a professional proxy
solicitation firm to assist with any necessary solicitation of proxies. The
Fund expects that the solicitation would be primarily by mail, but may also
include telephone, facsimile, electronic or other means of communication. If
the Fund does not receive your proxy by a certain time you may receive a
telephone call from a proxy soliciting agent asking you to vote. If
professional proxy solicitors are retained, it is expected that soliciting fees
would be approximately $5,000, plus expenses. The Fund does not reimburse
Trustees and officers of the Fund, or regular employees and agents of the
Investment Manager involved in the solicitation of proxies. The Fund intends to
pay all costs associated with the solicitation and the Meeting.

Voting by Broker-Dealers. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that
NYSE Rules permit the broker-dealers to vote on the Proposal on behalf of their
customers and beneficial owners. Certain broker-dealers may exercise discretion
over shares

held in their name for which no instructions are received by voting
these shares in the same proportion as they vote shares for which they received
instructions.

Quorum. A majority of the Fund's shares entitled to vote--present in person
or represented by proxy--constitutes a quorum at the Meeting. The shares over
which broker-dealers have discretionary voting power, the shares that represent
"broker non-votes" (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter), and the shares whose proxies reflect an
abstention on any item will all be counted as shares present and entitled to
vote for purposes of determining whether the required quorum of shares exists.

Method of Tabulation. The Proposal to elect Trustees requires the
affirmative vote of not less than a plurality of the votes cast of the holders
of shares entitled to vote present in person or represented by proxy at a
meeting at which a quorum is present. 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 or other authorized officer of the
Fund for the Meeting, or the holders of a majority of the shares present (in
person or by proxy) and entitled to vote at the Meeting, may adjourn the
Meeting from time to time. Such authority to adjourn the Meeting may be used in
the event that a quorum is not present at the Meeting or, in the event that a
quorum is present but sufficient votes have not been received to approve the
Proposal, or for any other reason consistent with Delaware law and the Fund's
By-Laws, including to allow for the further solicitation of proxies. Unless
otherwise instructed by a shareholder granting a proxy, the persons designated
as proxies may use their discretionary authority to vote as instructed by
management of the Fund on questions of adjournment and on any other proposals
raised at the Meeting to the extent permitted by the SEC's proxy rules,
including proposals for which management of the Fund did not have timely
notice, as set forth in the SEC's proxy rules and the Fund's proxy statement
for the 20052006 annual meeting.

Shareholder Proposals. The Fund anticipates that its 20072008 Annual Meeting of
Shareholders will be held on or about February 23, 2007.22, 2008. A shareholder who
wishes to submit a proposal for consideration for inclusion in the Fund's proxy
statement for the 20072008 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 20, 200621, 2007 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 20, 2006,21, 2007, as described
above, may nonetheless present a proposal at the Fund's 20072008

Annual Meeting of Shareholders if such shareholder notifies the Fund in writing
at the Fund's offices, of such proposal not earlier than September 26, 200625, 2007 and
not later than October 26, 2006.25, 2007. If a shareholder fails to give notice within
these dates, then the matter shall not be eligible for consideration at the
shareholders' meeting. If, 17

notwithstanding the effect of the foregoing notice
provisions, a shareholder proposal is acted upon at the 20072008 Annual Meeting of
Shareholders, the persons designated as proxy holders for proxies solicited by
the Board for the 20072008 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 4, 2006.5, 2007. A shareholder
proposal may be presented at the 20072008 Annual Meeting of Shareholders only if
such proposal concerns a matter that may be properly brought before the meeting
under applicable federal proxy rules and state law.

In addition to the requirements set forth above, a shareholder must comply
with the following:

1. A shareholder intending to present a proposal must (i) be entitled to
vote at the meeting; (ii) comply with the notice procedures set forth in
this proxy statement and in the Fund's By-Laws; and (iii) have been a
shareholder of record at the time the shareholder's notice was received by
the Secretary of the Fund.

2. Each notice regarding nominations for the election of Trustees shall
set forth in writing (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice; (ii) the
principal occupation or employment of each such nominee; (iii) the number of
outstanding shares of the Fund which are beneficially owned by each such
nominee; and (iv) all such other information regarding each such nominee as
would have been required to be included in a proxy statement filed pursuant
to the 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,

Robert C. Rosselot
Secretary

January 18, 2006

19, 2007

TLEMF PROXY 01/0607

The Board of Truste es unanimously recommends a vote FOR the Proposal.

Please
mark here
if address |_|
change or
comment
noted on proxy

Proposal - Election of Trustees.

FOR all nominees WITHHOLD AUTHORITY
listed (except as to vote for
marked to the right) all nominees listed

|_| |_|

Nominees: 01 Charles B. Johnson, 02 Gregory E. Johnson,
03 Frank A. Olson, 04 Constantine D. Tseretopoulos and
05 Robert E. Wade

To withhold authority to vote for any individual nominee, write that nominee's
name on the line below.

________________________________________________________________________________

YES NO
I PLAN TO ATTEND THE MEETING. |_| |_|

Signature(s):__________________________________________Dated______________, 2007
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 /\

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
http://www.proxyvoting.com/emf

Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site, or vote your proxy through ISD at:
http://www.melloninvestor.com/isd.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Telephone
1-866-540-5760

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Mail

Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
- --------------------------------------------------------------------------------

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

TEMPLETON EMERGING MARKETS FUND
ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 24, 200623, 2007

The undersigned hereby revokes all previous proxies for his/her shares and
appoints SHEILA M. BARRY, 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 Boulevard, 12thBoule vard, 21st Floor, Fort Lauderdale, Florida
33394 at 12 Noon Eastern time, on the 24th day of February 2006,23, 2007, including any postponements
or adjournments thereof, upon the mattersmatter set forth below and instructs them to
vote upon any other matters that may properly be acted upon at the Meeting.

This Proxy is solicited on behalf of the Board of Trustees. It will be voted as
specified. If no specification is made, this Proxy shall be voted FOR the
Proposal (including all nominees for trustee). If any other matters properly
come before the Meeting to be voted on, the proxy holders will vote, act and
consent on those matters in accordance with the views of management.

(CONTINUED, AND TO BE SIGNED ON THE OTHER SIDE)(Continued and to be signed on the other side)

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You can now access your TEMPLETON EMERGING MARKETS FUNDTempleton 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:htpp://www.melloninvestor.com/isdwww.melloninvestor.com

For technical assistance call 1 877-978-7778Technical Assistance Call 1-877-978-7778 between 9a.m. and 7p.m.9am-7pm
Monday-Friday Eastern timeTime

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

Please mark her if
address change or
comment noted on proxy [ ]

The Board of Trustees unanimously recommends a vote FOR the Proposal.

Proposal - Election of Trustees.

FOR all nominees WITHHOLD Nominees: 01 Gordon S. Macklin, 02 David W. Niemiec,
listed (except as AUTHORITY and 03 Larry D. Thompson
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.

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

SIGNATURE(S): DATED: , 2006
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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.

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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, or vote your proxy | | your proxy card in | |enclosed |
|thru ISD at: | | hand when you call.| |postage-paid |
|http://www.melloninvestor.com/| | |envelope. |
|isd. | | | | |
|------------------------------| |--------------------| |----------------|

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