Edgar Filing: TEMPLETON EMERGING MARKETS FUND

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

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Check the appropriate box:
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14a-6(e)(2))
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[ ] Definitive Additional Materials
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TEMPLETON EMERGING MARKETS FUND
------------------------------------------------
(Name of Registrant as Specified in its Charter)

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[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 28, 2003 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 "Trust"). 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 urge you to spend a few minutes reviewing the Proposal in the proxy
statement. Then, please fill out 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 Trust 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).
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* Templeton Emerging Markets Fund, Inc., a Maryland corporation, was
reorganized as Templeton Emerging Markets Fund, a Delaware statutory trust,
effective November 1, 2002.

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 2003 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders (the "Meeting") of Templeton Emerging
Markets Fund (the "Trust") will be held at the Trust's offices, 500 East
Broward Boulevard, 12th Floor, Fort Lauderdale, Florida 33394-3091 on February
28, 2003 at 10:00 a.m. Eastern time.

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

.. The election of three Trustees of the Trust to hold office for the terms
specified.

By Order of the Board of Trustees,

Barbara J. Green
Secretary

January 13, 2003

TEMPLETON EMERGING MARKETS FUND

PROXY STATEMENT

.. INFORMATION ABOUT THE TRUST

This is the first annual meeting of the shareholders of the Trust since
shareholders approved the Agreement and Plan of Reorganization that provided
for the reorganization (the "Reorganization") of the Trust from a Maryland
corporation to a Delaware statutory trust. For ease of reference, Templeton
Emerging Markets Fund, Inc., the Maryland corporation that preceded the
Reorganization, is referred to in this proxy statement as "TEMF Maryland."

On November 1, 2002, the assets of TEMF Maryland were transferred to the Trust
with the result that all the former holders of TEMF Maryland common stock are
now holders of beneficial interest of the Trust. The details of the
Reorganization are set forth in TEMF Maryland's proxy statement dated July 15,
2002.

For purposes of this proxy statement, unless specified otherwise, any reference
to the Trust includes a reference to TEMF Maryland.

.. INFORMATION ABOUT VOTING

Who is eligible to vote?

Shareholders of record at the close of business on January 3, 2003 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 13, 2003.

On what issue am I being asked to vote?

You are being asked to vote on the election of three nominees to the position
of Trustee.

How do the Trust's Trustees recommend that I vote?

The Trustees unanimously recommend that you vote FOR the election of the three
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 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 IN FAVOR of the nominees for 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 Trust that is received at or
prior to the Meeting, or by attending the Meeting and voting in person.

.. THE PROPOSAL: ELECTION OF TRUSTEES

How are nominees selected?

The Board of Trustees of the Trust (the "Board" or the "Trustees") has a
Nominating and Compensation Committee (the "Committee") consisting of Andrew H.
Hines, Jr. (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 (the "1940 Act"). Trustees who are not interested persons
of the Trust are referred to as the "Independent Trustees" and Trustees who are
interested persons of the Trust are referred to as the "Interested Trustees."
The Committee is responsible for the selection and nomination of candidates to
serve as Trustees of the Trust. The Committee will review shareholders'
nominations to fill vacancies on the Board if these nominations are submitted
in writing and addressed to the Committee at the Trust's offices. However, the
Committee expects to be able to identify from its own resources an ample number
of qualified candidates.

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
three Trustees expire. Betty P. Krahmer, Gordon S. Macklin and Fred R. Millsaps
have been nominated for three-year terms, set to expire at the 2006 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. In addition, all of the current nominees and Trustees are also directors
or trustees of other Franklin(R) funds and/or Templeton(R) funds (collectively,
the "Franklin Templeton funds").

Certain Trustees of the Trust 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 own approximately 17.74% and 14.77%,
respectively, of its outstanding shares. 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 Trust, and Rupert H. Johnson, Jr., Vice President of the
Trust, 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 each nominee and Trustee, are their name, age and address, as
well as their position and length of service with the Trust, principal
occupation 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 2006 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
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Betty P. Krahmer (73) 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.
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Gordon S. Macklin (74) Trustee Since 1993 133 Director, White Mountains
500 East Broward Blvd. Insurance Group, Ltd.
Suite 2100 (holding company); Martek
Fort Lauderdale, FL Biosciences Corporation;
33394-3091 MedImmune, Inc.
(biotechnology);
Overstock.com (Internet
services); and Spacehab,
Inc. (aerospace services).

Principal Occupation During Past 5 Years:
Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company); and formerly, Chairman, White
River Corporation (financial services) (until 1998) and Hambrecht & Quist Group (investment banking) (until
1992); and President, National Association of Securities Dealers, Inc. (until 1987).
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Fred R. Millsaps (73) Trustee Since 1990 27 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; and 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).
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Independent Trustees serving until 2005 Annual Meeting of Shareholders:
Harris J. Ashton (70) Trustee Since 1992 133 Director, Bar-S Foods
500 East Broward Blvd. (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).
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Frank J. Crothers (58) Trustee Since 1999 17 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

Principal Occupation During Past 5 Years:
Chairman, Atlantic Equipment & Power Ltd.; Vice Chairman, Caribbean Utilities Co. Ltd.; Director and
President, Provo Power Company Ltd.; Director, Caribbean Electric Utility Services Corporation (Chairman until
2002); and director of various other business and nonprofit organizations.
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S. Joseph Fortunato (70) Trustee Since 1992 134 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.
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Edith E. Holiday (50) Trustee Since 1996 82 Director, Amerada Hess
500 East Broward Blvd. Corporation (exploration
Suite 2100 and refining of oil and gas);
Fort Lauderdale, FL Hercules Incorporated
33394-3091 (chemicals, fibers and
resins); Beverly Enterprises,
Inc. (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).
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Interested Trustee serving until 2005 Annual Meeting of Shareholders:
**Nicholas F. Brady (72) Trustee Since 1993 21 Director, Amerada Hess
500 East Broward Blvd. Corporation (exploration
Suite 2100 and refining of oil and gas);
Fort Lauderdale, FL C2, Inc. (operating and
33394-3091 investment business); and
H.J. Heinz Company
(processed foods and allied
products).

Principal Occupation During Past 5 Years:
Chairman, Templeton Emerging Markets Investment Trust PLC, 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, 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).
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Independent Trustees serving until 2004 Annual Meeting of Shareholders:

Andrew H. Hines, Jr. (79) Trustee Since 1990 27 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

Principal Occupation During Past 5 Years:
Consultant, Triangle Consulting Group; and formerly, Executive-in-Residence, Eckerd College (1991-2002);
Chairman and Director, Precise Power Corporation (1990-1997); Director, Checkers Drive-In Restaurant, Inc.
(1994-1997); and Chairman of the Board and Chief Executive Officer, Florida Progress Corporation (holding
company in the energy area) (1982-1990) and director of various of its subsidiaries.
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Constantine D. Tseretopoulos (48) Trustee Since 1999 17 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).
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Interested Trustees serving until 2004 Annual Meeting of Shareholders:
**Harmon E. Burns (57) Trustee and Trustee since 34 None
One Franklin Parkway Vice President 1992 and Vice
San Mateo, CA President since
94403-1906 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 officer of 48 of the investment companies in Franklin
Templeton Investments.
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**Charles B. Johnson (69) Chairman of Chairman of 133 None
One Franklin Parkway the Board, the Board
San Mateo, CA Trustee and since 1995 and
94403-1906 Vice President Trustee and
Vice President
since 1992

Principal Occupation During Past 5 Years:
Chairman of the Board, Chief Executive Officer, Member--Office of the Chairman and Director, Franklin
Resources, Inc.; Vice President, Franklin Templeton Distributors, Inc.; Director, Fiduciary Trust Company
International; officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin
Resources, Inc.; and officer of 45 of the investment companies in Franklin Templeton Investments.
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* 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 Trust 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 Trust due to
his position as an officer and director and major shareholder of Resources,
which is the parent company of the Trust's Investment Manager, and his
position with the Trust. Mr. Burns is considered an interested person of the
Trust due to his position as an officer and director of Resources and his
position with the Trust. Mr. Brady's status as an interested person results
from his business affiliations with Resources and Templeton Global Advisors
Limited. Mr. Brady and Resources are both limited partners of Darby Overseas
Partners, L.P. ("Darby Overseas"). Mr. Brady is Chairman and shareholder of
Darby Overseas Investments, Ltd., which is the corporate general partner of
Darby Overseas. In addition, Darby Overseas and Templeton Global Advisors
Limited are limited partners of Darby Emerging Markets Fund, L.P. ("DEMF").
Mr. Brady serves as Chairman of the corporate general partner of DEMF, and
Darby Overseas and its general partner 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 Overseas is a significant investor and for
which Darby Overseas 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 Overseas is a significant investor, and the general partner of
which Darby Overseas 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 nominees and remaining Trustees of the Trust are Independent
Trustees.

The following tables provide the dollar range of the equity securities of the
Trust and of all funds overseen by the Trustees in the Franklin Templeton
Investments fund complex beneficially owned by the Trustees of the Trust as of
December 31, 2002.

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 Trust 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
Andrew H. Hines, Jr. $1 - $10,000 Over $100,000
Edith E. Holiday $1 - $10,000 Over $100,000
Betty P. Krahmer $1 - $10,000 Over $100,000
Gordon S. Macklin $1 - $10,000 Over $100,000
Fred R. Millsaps None Over $100,000
Constantine D. Tseretopoulos None Over $100,000

Interested Trustees:

Nicholas F. Brady $1 - $10,000 Over $100,000
Harmon E. Burns None Over $100,000
Charles B. Johnson $1 - $10,000 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 Trust's
business, and to ensure that the Trust is operated for the benefit of
shareholders. The Trustees anticipate meeting at least five times during the
current fiscal year to review the operations of the Trust and the Trust's
investment performance. The Trustees also oversee the services furnished to the
Trust by Templeton Asset Management Ltd. --Hong Kong Branch, the Trust's
investment manager (the "Investment Manager"), and various other service
providers. The Trust 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 Trust 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 Trust.
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, 2002, there were seven meetings of the
Board, three meetings of the Audit Committee, and four meetings of the
Nominating and Compensation 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.

Certain Trustees and officers of the Trust 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 Trust expenses.

Number of Boards in
Aggregate Total Compensation from Franklin Templeton
Compensation from the Franklin Templeton Investments Fund Complex on
Name of Trustee Trust* Investments Fund Complex** which Trustee Serves***
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Harris J. Ashton $3,168 $372,100 45
Nicholas F. Brady 3,023 140,500 15
Frank J. Crothers 3,083 100,000 12
S. Joseph Fortunato 3,168 372,941 46
Andrew H. Hines, Jr. 3,192 209,500 16
Edith E. Holiday 3,185 273,635 25
Betty P. Krahmer 3,168 142,500 15
Gordon S. Macklin 3,168 363,512 45
Fred R. Millsaps 3,192 219,500 16
Constantine D. Tseretopoulos 3,228 102,500 12

-------------------------
*Compensation received for the fiscal year ended August 31, 2002.
**Received in the calendar year ended December 31, 2002.
***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 52 registered investment companies, with
approximately 155 U.S. based funds or series.

The table above indicates the total fees paid to Trustees by the Trust
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 Trust'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.

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 Trust?

Officers of the Trust are appointed by the Trustees and serve at the pleasure
of the Board. Listed below, for each Executive Officer are their name, age and
address, as well as their position and length of service with the Trust, and
principal occupation during the past five years.

Name, Age and
Address Position Length of Time Served
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Charles B. Chairman of the Board, Trustee Chairman of the Board since 1995
Johnson and Vice President and Trustee and Vice President
since 1992

Please refer to the table "Interested Trustees serving until 2004 Annual
Meeting of Shareholders" for additional information about Mr. Charles B.
Johnson.
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Mark Mobius President and Chief Executive President since 1987 and Chief
(66) Two Officer--Investment Management Executive Officer--Investment
Exchange Management since 2002
Square 39th
Floor Suite
3905-08 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; officer of six of the investment companies
in Franklin Templeton Investments; officer and/or director, as the case may
be, of some of the subsidiaries of Franklin Resources, Inc.; 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).
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Rupert H. Vice President Since 1996
Johnson, Jr.
(62) 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 48 of the investment companies
in Franklin Templeton Investments.
-------------------------------------------------------------------------------
Harmon E. Burns Trustee and Vice President Trustee since 1992 and Vice
President since 1996

Please refer to the table "Interested Trustees serving until 2004 Annual
Meeting of Shareholders" for additional information about Mr. Harmon E. Burns.
-------------------------------------------------------------------------------

Name, Age and Address Position Length of Time Served
-------------------------------------------------------------------------------
Martin L. Flanagan Vice President Since 1989
(42) One Franklin
Parkway San Mateo,
CA 94403-1906

Principal Occupation During Past 5 Years:
President, Member--Office of the President, Chief Financial Officer and Chief
Operating 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 of
some of the other subsidiaries of Franklin Resources, Inc. and of 49 of the
investment companies in Franklin Templeton Investments.
-------------------------------------------------------------------------------
Jeffrey A. Everett Vice President Since 2001
(38) 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 Senior Vice President and Chief Since 2002
(55) 500 East Broward Executive Officer--Finance and
Blvd. Suite 2100 Fort Administration
Lauderdale,
FL 33394-3091

Principal Occupation During Past 5 Years:
President, Franklin Templeton Services, LLC; Senior Vice President, Templeton
Worldwide, Inc.; and officer of 50 of the investment companies in Franklin
Templeton Investments.
-------------------------------------------------------------------------------
John R. Kay (62) 500 Vice President Since 1994
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 one of the other subsidiaries of Franklin
Resources, Inc. and of 20 of the investment companies in Franklin Templeton
Investments; and formerly, Vice President and Controller, Keystone Group, Inc.
-------------------------------------------------------------------------------

Name, Age and
Address Position Length of Time Served
-----------------------------------------------------------------------------
Murray L. Simpson Vice President and Since 2000
(65) One Franklin Assistant Secretary
Parkway San
Mateo,
CA 94403-1906

Principal Occupation During Past 5 Years:
Executive Vice President and General Counsel, Franklin Resources, Inc.;
officer and/or director of some of the subsidiaries of Franklin Resources,
Inc.; officer of 50 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 Vice President and Secretary Vice President since
(55) One Franklin 2000 and Secretary since
Parkway San 1996
Mateo,
CA 94403-1906

Principal Occupation During Past 5 Years:
Vice President and Deputy General Counsel, Franklin Resources, Inc.; Senior
Vice President, Templeton Worldwide, Inc. and officer of one of the other
subsidiaries of Franklin Resources, Inc., and of 50 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 Vice President and Assistant Since 2000
(55) One Franklin Secretary
Parkway San
Mateo,
CA 94403-1906

Principal Occupation During Past 5 Years:
Associate General Counsel, Franklin Resources, Inc.; President, Chief
Executive Officer and Director, Property Resources, Inc. and Franklin
Properties, Inc.; officer and/or director of some of the other subsidiaries
of Franklin Resources, Inc.; officer of 50 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 Vice President--AML Compliance Since 2002
(65) 600 5th
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; officer and/or director, as the case may be, of some of the
other subsidiaries of Franklin Resources, Inc.; and officer of 47 of the
investment companies in Franklin Templeton Investments.
-----------------------------------------------------------------------------

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

Bruce S. Rosenberg (41) Treasurer and Chief Financial Treasurer since 2000
500 East Broward Blvd. Officer and Chief Financial Officer
Suite 2100 since 2002
Fort Lauderdale, FL
33394-3091

Principal Occupation During Past 5 Years:
Vice President, Franklin Templeton Services, LLC; and officer of some of the subsidiaries of Franklin
Resources, Inc. and of 16 of the investment companies in Franklin Templeton Investments.
-----------------------------------------------------------------------------------------------------

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires officers,
Trustees and persons who own more than 10% of the Trust's shares ("10%
beneficial owners") to file reports of ownership and changes in ownership with
the U.S. Securities and Exchange Commission (the "SEC"). During the fiscal year
ended August 31, 2002, Michael O. Magdol inadvertently filed a late Form 3,
initial statement of beneficial ownership of securities, following his
appointment as an officer of the Fund in May 2002. No other officer, Trustee or
10% beneficial owner of the Trust failed to file ownership reports on a timely
basis for the fiscal year ended August 31, 2002. This information is based upon
review of the copies of such forms received or written representations from the
individuals required to make Section 16(a) reports on the Trust's shares.

.. ADDITIONAL INFORMATION ABOUT THE TRUST

The Investment Manager. The Investment Manager of the Trust 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 Trust assets.
The Investment Manager is an indirect, wholly owned subsidiary of Resources.

The Administrator. The administrator of the Trust is Franklin Templeton
Services, LLC ("FT Services") with offices at One Franklin Parkway, San Mateo,
California 94403-1906. FT Services is an indirect, wholly owned subsidiary of
Resources. Pursuant to an administration agreement, FT Services performs
certain administrative functions for the Trust.

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

The Custodian. The custodian for the Trust is JPMorgan Chase Bank, MetroTech
Center, Brooklyn, New York 11245.

Other Matters. The Trust's last audited financial statements and annual report
for the fiscal year ended August 31, 2002 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.

As of January 3, 2003, the Trust had 17,656,437 shares outstanding and total
net assets of $152,902,143. The Trust's shares are listed on the NYSE (Symbol:
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 Trust's management, as of January 3, 2003, there were no other entities
holding beneficially or of record more than 5% of the Trust's outstanding
shares. In addition, to the knowledge of the Trust's management, as of January
3, 2003, no nominee or Trustee of the Trust owned 1% or more of the outstanding
shares of the Trust, and the Trustees and officers of the Trust owned, as a
group, less than 1% of the outstanding shares of the Trust.

.. AUDIT COMMITTEE

The Board has a standing Audit Committee consisting of Messrs. Millsaps
(Chairman), Crothers, Hines 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. The Audit Committee reviews the maintenance of
the Trust's records and the safekeeping arrangements of the Trust's custodian,
reviews both the audit and non-audit work of the Trust's independent auditors,
and submits a recommendation to the Board as to the selection of independent
auditors.

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 Trust 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 in connection with the annual audit
of the Trust's financial statements for the fiscal year ended August 31, 2002
were $18,759.

Financial Information Systems Design and Implementation Fees. PwC did not
render any services with respect to financial information systems design and
implementation during the fiscal year ended August 31, 2002 to the Trust or
entities affiliated with the Trust that provide services to the Trust.

All Other Fees. The aggregate fees billed for all other non-audit services,
including fees for tax-related services, rendered by PwC to the Trust or
entities affiliated with the Trust that provide services

to the Trust for the fiscal year ended August 31, 2002 were $271. The Audit
Committee of the Trust has determined that provision of these non-audit
services is compatible with maintaining the independence of PwC.

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 A to this proxy
statement.

As required by the charter, the Audit Committee reviewed the Trust's audited
financial statements and met with management, as well as with PwC, the Trust'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 Trust'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 Trust's
accounting principles.

Based on its discussions with management and the Trust'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 Trust's Annual
Report to Shareholders for the fiscal year ended August 31, 2002 for filing
with the U.S. Securities and Exchange Commission.

AUDIT COMMITTEE

Fred R. Millsaps (Chairman)
Frank J. Crothers
Andrew H. Hines, Jr.
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 Trust. The cost of soliciting proxies, including the fees of a proxy
soliciting agent, is borne by the Trust. The Trust 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 Trust may
retain a professional proxy solicitation firm to assist with any necessary
solicitation of proxies. The Trust expects that the solicitation would be
primarily by mail, but may also include telephone, telecopy or oral
solicitations. If the Trust 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 Trust does not reimburse
Trustees and officers of the Trust, or regular employees and agents of the
Investment Manager involved in the solicitation of proxies. The Trust intends
to pay all costs associated with the solicitation and the Meeting.

Voting by Broker-Dealers. The Trust expects that, before the Meeting,
broker-dealer firms holding shares of the Trust 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 Trust 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 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 Trust'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, Inc.
and Templeton Global Income Fund, Inc. If any shareholder at the Meeting
objects to the holding of a simultaneous meeting and moves for

an adjournment of the Meeting to a time promptly after the simultaneous
meeting, the persons designated as proxies will vote in favor of such
adjournment.

Adjournment. The Chairman of the Board, the presiding officer of the Trust 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 Trust'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 Trust on
questions of adjournment.

Shareholder Proposals. The Trust anticipates that its next annual meeting will
be held on or about February 27, 2004. A shareholder who wishes to submit a
proposal for consideration for inclusion in the Trust's proxy statement for the
2004 Annual Meeting of Shareholders must send such written proposal to the
Trust'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 15, 2003 in order to be included in the Trust's proxy statement and
proxy card relating to that meeting and presented at the meeting.

A shareholder of the Trust who has not submitted a written proposal for
inclusion in the Trust's proxy statement by September 15, 2003, as described
above, may nonetheless present a proposal at the Trust's 2004 Annual Meeting of
Shareholders if such shareholder notifies the Trust at the Trust's offices, of
such proposal not earlier than September 30, 2003 and not later than October
30, 2003. 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 2004 Annual Meeting of Shareholders,
the persons designated as proxy holders for proxies solicited by the Board of
Trustees for the 2004 Annual Meeting of Shareholders may exercise discretionary
voting power with respect to any shareholder proposal not received by the Trust
at the Trust's offices by November 29, 2003. A shareholder proposal may be
presented at the 2004 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 Trust.

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 Trust 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
Trust. In addition, the shareholder making such nomination shall
promptly provide any other information reasonably requested by the
Trust.

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 Trust's
books, of the shareholder proposing such business; (iii) the number of
outstanding shares of the Trust 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 Trust.

Submission of a proposal by a shareholder does not guarantee that the proposal
will be included in the Trust's proxy statement or presented at the meeting.

By Order of the Board of Trustees,

Barbara J. Green
Secretary

January 13, 2003

EXHIBIT A

AUDIT COMMITTEE CHARTER

of Templeton Funds

As Amended and Restated

PURPOSE AND COMPOSITION

The primary purpose of the Audit Committee is to oversee for the Templeton
Funds (each, a "Fund" and collectively, the "Funds") the Fund's accounting and
financial reporting policies and practices and internal controls, assure the
quality and objectivity of the independent audit and the Fund's financial
statements, act as a liaison between the Board of Directors/Trustees and the
Fund's external and internal auditors, and periodically report to the Board of
Directors/Trustees. The function of the Audit Committee is oversight with
respect to the integrity of the financial statements. The maintenance of
adequate systems of internal control is the responsibility of Fund management.
This Charter affirms and recognizes that the independent auditors for the Fund
are ultimately accountable to the Board of Directors/Trustees and the Audit
Committee.

The Committee shall consist of Directors/Trustees that are non-interested
Directors/Trustees as defined in the Investment Company Act of 1940, as amended
(the "1940 Act") ("Independent Directors/Trustees"). Audit Committee members
shall be selected by a majority of the Independent Directors/Trustees of the
Fund. One member shall be designated by the Audit Committee members as Chairman
of the Audit Committee. Additionally, an Audit Committee of a New York Stock
Exchange, Inc. ("NYSE") listed Fund will consist of not fewer than three
Independent Directors/Trustees and shall satisfy the qualification requirements
of Independence provided in Section 303 of Section 3 of the NYSE Listed Company
Manual, as may be amended from time to time.

DUTIES AND RESPONSIBILITIES

The Audit Committee shall have the following duties and responsibilities:

.. The Audit Committee and the Board of Directors/Trustees shall have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the independent auditors (or to nominate the
independent auditors to be proposed for shareholder approval in any proxy
statement).

.. Review audits of the financial records of the Fund and the audit report of
the independent auditors.

.. Confer with management of the Fund and the independent auditors regarding
accounting and financial statement matters.

.. Review the annual audit plan of the independent auditors to provide
reasonable assurance that the major risk exposure areas of the Fund are
adequately audited. Discuss the extent of reliance by independent auditors
on work of the internal auditors

.. Review fee arrangements of the independent auditors as negotiated by
management.

.. Review Statement on Auditing Standards No. 61 issues with the independent
auditors. This Statement governs the required communication of independent
auditors with audit committees and includes such items as independence,
disagreements with management, management judgments and accounting
estimates, and significant accounting policies. The Audit Committee will
request that the independent auditors provide a

A-1

written statement on a periodic basis delineating all relationships between
the independent auditors and the Fund and its manager, and actively engage
in a dialogue with the independent auditors with respect to any disclosed
relationships or services that may impact the objectivity and independence
of the independent auditors. It will recommend, when necessary, the the
Board of Directors/Trustees take appropriate action in response to the
independent auditors' report to satisfy itself of the auditors' independence.

.. Review with management and the independent auditors the Fund's financial
disclosure documents filed with the U.S. Securities and Exchange Commission
("SEC") (e.g., annual financial statements) and to assure that independent
auditors have been engaged to review such financial statements of the Fund
as may from time to time be required to be reviewed by independent auditors
by rule of the SEC and in the case of a Fund that is listed on the NYSE, by
rule of the NYSE.

.. Following completion of the annual audit, review with management and the
independent auditors the findings and recommendations on internal control
and accounting procedures as presented in the independent auditors'
management letter required by Independence Standards Board No. 1, as may be
modified or supplemented, together with applicable management responses.

.. As necessary, consult with the Fund's Treasurer regarding the adequacy of
internal accounting controls and the ongoing findings of the internal
auditors.

.. Confer with counsel regarding Legal Department investigations and any
material pending litigation. Review with management and the independent
auditors the expected impact of any such matters on the financial statements.

.. Obtain guidance from the independent auditors on new pronouncements by the
FASB, AICPA, SEC or others having an effective date subsequent to the
year-end which will require accounting policy changes or additional
disclosures in future financial statements and the anticipated effect.
Review the independent auditors' views as to desirability and means of early
adoption.

.. Review bases of accounting and valuation for marketable securities, changes
in the market value since year-end, method of determining market value of
securities not publicly traded and marketability of all items included in
this classification, including any material pricing errors for the Fund for
the period.

.. Review the cooperation of management in promptly furnishing all information
requested by the independent auditors.

.. Review whether all reports of the internal auditors were made available for
the independent auditors' review. The extent to which the independent
auditors have read such reports and reviewed working papers and work
programs in support thereof should be made known to the Audit Committee,
along with reliance on such work and impact upon audit scope.

.. As necessary, review inspection reports from regulatory authorities.

.. Approve, and recommend approval by the Board of Directors/Trustees of, the
Fund's dividends and distributions (including declaration, record and
payment dates).

MEETINGS

The Audit Committee shall hold meetings at such times as deemed necessary by
the Chairman of the Audit Committee or the President of the Fund. Reasonable
notice of all meetings shall be given at the direction of the Chairman of the
Audit Committee. The agenda shall be established by the Chairman of the Audit
Committee.

A-2

A majority of the members shall constitute a quorum of the Audit Committee for
the transaction of its business.

The Treasurer will have an independent reporting relationship and
accountability to the Audit Committee and serve as a liaison between the Fund
and the Audit Committee.

The Secretary shall give notice of and shall customarily attend all meetings of
the Audit Committee. The Chairman of the Audit Committee may invite other Fund
officers to participate in Audit Committee meetings. The Audit Committee may,
at its discretion, meet in executive session without the presence of Fund
officers.

REPORTING

At the close of the Fund's fiscal year, the Chairman of the Audit Committee
shall report to the Board of Directors/Trustees on the results of its reviews
and make such recommendations as deemed appropriate and at such other times as
the Board of Directors/Trustees requests or as the Audit Committee deems
appropriate. The Committee will keep minutes of its meetings and will make such
minutes available as requested to the full Board for its review.

ANNUAL CHARTER REVIEW

The Audit Committee shall review and reassess the adequacy of this Charter at
least annually and recommend any changes as may be deemed necessary to the full
Board of Directors/Trustees. With respect to any subsequent changes to the
composition of the Audit Committee of a NYSE listed Fund, and otherwise
approximately once each year, a NYSE listed Fund will submit to the NYSE the
NYSE's Written Affirmation in accordance with Section 303.02 of the NYSE Listed
Company Manual.

A-3

TLEMF PROXY 01/03

TEMPLETON EMERGING MARKETS FUND
ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 28, 2003

The undersigned hereby revokes all previous proxies for his/her shares and
appoints BARBARA J. GREEN, BRUCE S. ROSENBERG 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 "Trust") that the undersigned is
entitled to vote at the Trust's Annual Meeting of Shareholders (the "Meeting")
to be held at 500 East Broward Blvd., 12th Floor, Fort Lauderdale, Florida 33394
at 10:00 a.m., Eastern time, on the 28th day of February, 2003, 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 VOTED FOR THE
PROPOSAL (INCLUDING ALL NOMINEES FOR TRSUTEE). 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

PLEASE MARK VOTES AS
INDICATED IN THIS
EXAMPLE [X]

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.

Proposal - Election of Trustees.

FOR all nominees WITHHOLD Nominees: 01 Betty P. Krahmer, 02 Gordon S. Macklin
listed (except as AUTHORITY and 03 Fred R. Millsaps
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 , 2003
------------------------------------------ -----------
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