NAME OF REGISTRANT
TEMPLETON EMERGING MARKETS FUND
File No. 811-04985

EXHIBIT ITEM:  Copies of any material amendments
to the registrant's charter or by-laws

Amendment Dated October 23, 2018
to the Agreement and Declaration of Trust of
Templeton Emerging Markets Fund

Dated February 21, 2002


WHEREAS, Article IX, Section 1 of the Agreement and
Declaration of Trust (the "Declaration") provides
that the Declaration may be amended by the Board of Trustees; and

WHEREAS, by resolution dated October 23, 2018, the Board
authorized  the Declaration  to be amended as set forth below.

NOW, THEREFORE, the Declaration is hereby amended as follows:
Article III, Section 2 is replaced  in its entirety   as follows:

Section 2. SALE OF SHARES. Subject to the 1940 Act and applicable law,
the Trust may sell its authorized but unissued shares of beneficial
interest to such Persons, at such times, on such terms,
and for such consideration  as the Board  of Trustees
may from time to time authorize,    PROVIDED, HOWEVER that the
Board  of Trustees may,  in its sole discretion, permit the
Principal  Underwriter  to impose  a sales charge upon  any such
sale; and  further provided,  that each such sale shall be subject
to the 1940 Act, and the rules and regulations adopted thereunder.
Every Shareholder by viiiue of having become a Shareholder shall be
deemed to have expressly assented and agreed to the terms of this
Declaration of Trust and to have become bound as a party hereto.

Adopted  and approved  as of October 23, 2018 pursuant  to
authority  delegated  by the  Board.



/s/ Lori Weber
Lori A. Weber
Vice President & Secretary