Edgar Filing: TEMPLETON EMERGING MARKETS INCOME FUND

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______________)

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-12

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

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

Payment of filing fee (Check the appropriate box):

/X/ No fee required.

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

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

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

(1) Amount previously paid:

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

(3) Filing party:

(4) Date filed:

[LOGO] FRANKLIN TEMPLETON INVESTMENTS

TEMPLETON EMERGING MARKETS INCOME FUND

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the Annual Meeting of Shareholders scheduled for
February 24, 2006 at 12 Noon, Eastern time. The enclosed materials discuss the
proposal (the "Proposal") to be voted on at the meeting, and contain the Notice
of Meeting, proxy statement and proxy card. A proxy card is, in essence, a
ballot. When you vote your proxy, it tells us how you wish to vote on important
issues relating to Templeton Emerging Markets Income Fund (the "Fund"). If you
specify a vote on the Proposal, your proxy will be voted as you indicate. If
you simply sign 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 INVESTMENTS

TEMPLETON EMERGING MARKETS INCOME FUND

NOTICE OF 2006 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders (the "Meeting") of Templeton Emerging
Markets Income Fund (the "Fund") will be held at the Fund's offices, 500 East
Broward Boulevard, 12th Floor, Fort Lauderdale, Florida 33394-3091 on
February 24, 2006 at 12 Noon, Eastern time.

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

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

By Order of the Board of Trustees,

Robert C. Rosselot
Secretary

January 18, 2006

Please sign and promptly return the proxy card in the self-addressed envelope
regardless of the number of shares you own.

TEMPLETON EMERGING MARKETS INCOME FUND

PROXY STATEMENT

.INFORMATION ABOUT VOTING

Who is asking for my vote?

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

Who is eligible to vote?

Shareholders of record at the close of business on December 30, 2005 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.

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 Fund'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, 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), 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 Trustee (1) that such candidate be independent from relationships
with the Fund's investment manager and other principal service providers both
within the terms and the spirit of the statutory independence requirements
specified under the 1940 Act and the rules thereunder, (2) that such candidate
demonstrate an ability and willingness to make the considerable time
commitment, including personal attendance at Board meetings, believed necessary
to his or her function as an effective Board member, and (3) that such
candidate have no continuing relationship as a director, officer or board
member of any 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 such Qualifying Fund Shareholder
and the length of time that such shares have been so owned by the Qualifying
Fund Shareholder; (c) a description of all arrangements and understandings
between such Qualifying Fund Shareholder and any other person or persons
(naming such person or persons) pursuant to which the recommendation is being
made; (d) the name, age, date of birth, business address and residence address
of the person or persons being recommended; (e) such other information
regarding each person recommended by such Qualifying Fund Shareholder as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the U.S. Securities and Exchange Commission ("SEC") had the nominee
been nominated by the Board; (f) whether the shareholder making the
recommendation believes the person recommended would or would not be an
"interested person" of the Fund, as defined in the 1940 Act;

and (g) the written consent of each person recommended to serve as a Trustee of
the Fund if so nominated and elected/appointed.

The Nominating Committee may amend these procedures from time to time,
including the procedures relating to the evaluation of nominees and the process
for submitting recommendations to the Nominating Committee.

The Board has adopted and approved a formal written charter for the
Nominating Committee. A copy of the charter 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 three Trustees expire. Gordon S. Macklin, David W. Niemiec and Larry D.
Thompson have been nominated for three-year terms, 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 and are considered Independent Trustees; however, Messrs. Niemiec and
Thompson are standing for election by shareholders of the Fund for the first
time. A former Interested Trustee and an incumbent Independent Trustee
recommended Messrs. Niemiec and Thompson, respectively, 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% and
14.97%, respectively, of its outstanding shares as of August 31, 2005.
Resources, a global investment management organization operating as Franklin
Templeton Investments, is primarily engaged, through various subsidiaries, in
providing investment management, share distribution, transfer agent and
administrative services to a family of investment companies. Resources is a New
York Stock Exchange, Inc. ("NYSE") listed holding company (NYSE: BEN). Charles
B. Johnson, Chairman of the Board, Trustee and Vice President of the Fund, and
Rupert H. Johnson, Jr., Vice President of the Fund, are brothers. There are no
family relationships among any of the Trustees or nominees for Trustee.

Each nominee currently is available and has consented to serve if elected.
If any of the nominees should become unavailable, the designated proxy holders
will vote in their discretion for another person or persons who may be
nominated as Trustees.

Listed below, for the nominees and Trustees, are their names, ages and
addresses, as well as their positions and length of service with the Fund,
principal occupations during the past five years, the number of portfolios in
the Franklin Templeton Investments fund complex that they oversee, and other
directorships held by the nominee or Trustee.

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

Gordon S. Macklin (77) Trustee Since 1993 140 Director, Martek Biosciences
500 East Broward Blvd. Corporation, MedImmune,
Suite 2100 Inc. (biotechnology) and
Fort Lauderdale, FL 33394-3091 Overstock.com (Internet
services); and formerly,
Director, MCI
Communication Corporation
(subsequently known as MCI
WorldCom, Inc. and
WorldCom, Inc.)
(communication services)
(1988-2002), White
Mountains Insurance Group,
Ltd. (holding company)
(1987-2004) and Spacehab,
Inc. (aerospace services)
(1994-2003).

Principal Occupation During Past 5 Years:
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); and President, National Association of Securities Dealers, Inc. (1970-1987).
--------------------------------------------------------------------------------------------------------------
David W. Niemiec (56) Trustee Since 17 Director, Emeritus Corp.
500 East Broward Blvd. October 2005 (assisted living).
Suite 2100
Fort Lauderdale, FL 33394-3091

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, SBC Warburg Dillon Read (investment banking)
(1997-1998); Vice Chairman, Dillon, Read & Co. Inc. (1991-1997); and Chief Financial Officer, Dillon, Read &
Co. Inc. (1982-1997).
--------------------------------------------------------------------------------------------------------------
Larry D. Thompson (60) Trustee Since 16 None
500 East Broward Blvd. October 2005
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products);
and formerly, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (1997-2001);
Senior Fellow, Brookings Institute (2003-2004); and Deputy Attorney General, U. S. Department of Justice
(2001-2003).
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Independent Trustees serving until 2008 Annual Meeting of Shareholders:

Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Time Overseen by
Name, Age and Address Position Served Trustee* Other Directorships Held
------------------------------------------------------------------------------------------------------------------
Harris J. Ashton (73) Trustee Since 1993 140 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).
------------------------------------------------------------------------------------------------------------------
S. Joseph Fortunato (73) Trustee Since 1993 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) Trustee Since 1996 136 Director, Amerada Hess
500 East Broward Blvd. Corporation (exploration and
Suite 2100 refining of oil and gas), H.J.
Fort Lauderdale, FL 33394-3091 Heinz Company (processed
foods and allied products),
RTI International Metals, Inc.
(manufacture and distribution
of titanium), Canadian
National Railway (railroad),
and White Mountains
Insurance Group, Ltd.
(holding company).

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

Constantine D. Tseretopoulos (51) Trustee Since 20 None
500 East Broward Blvd. 1999
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).
---------------------------------------------------------------------------------------------------------

Independent Trustees serving until 2007 Annual Meeting of Shareholders:

Frank J. Crothers (61) Trustee Since 20 None
500 East Broward Blvd. 1999
Suite 2100
Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Chairman, Island Corporate Holding Ltd.; Director and Vice Chairman, Caribbean Utilities Co. Limited;
Director, Provo Power Company Ltd.; director of various other business and nonprofit organizations; and
formerly, Chairman, Atlantic Equipment & Power Ltd. (1977-2003).
---------------------------------------------------------------------------------------------------------

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).

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.
--------------------------------------------------------------------------------------------------------------------

Interested Trustees serving until 2007 Annual Meeting of Shareholders:

**Harmon E. Burns (60) Trustee and Trustee since 21 None
One Franklin Parkway Vice President 1993 and
San Mateo, CA 94403- Vice President
1906 since 1996

Principal Occupation During Past 5 Years:
Vice Chairman, Member--Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and
Director, Franklin Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; 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 Chairman 140 None
One Franklin Parkway of the of the
San Mateo, CA 94403-1906 Board, Board and
Trustee and Trustee
Vice President since 1995
and Vice
President
since 1993

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 adviser or
affiliated investment advisers, and also may share a common underwriter.

** Harmon E. Burns and Charles B. Johnson are "interested persons" of the Fund
as defined by the 1940 Act. The 1940 Act limits the percentage of interested
persons that can comprise a fund's board of trustees. Mr. Johnson is
considered an interested person of the Fund due to his position as an
officer and director and major shareholder of Resources, which is the parent
company of the Fund's Investment Manager, and his position with the Fund.
Mr. Burns is considered an interested person of the Fund due to his position
as an officer and director of Resources and his position with the Fund. The
remaining Trustees of the Fund are Independent Trustees.

The following tables provide the dollar range of the equity securities of
the Fund and of all funds overseen by the Trustees in the Franklin Templeton
Investments fund complex beneficially owned by the Trustees as of December 31,
2005:

Independent Trustees:

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

Harris J. Ashton............ $1--$10,000 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........... $50,001--$100,000 Over $100,000
David W. Niemiec............ None Over $100,000
Frank A. Olson.............. None Over $100,000
Larry D. Thompson........... None None
Constantine D. Tseretopoulos None Over $100,000

Interested Trustees:

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

How often do the Trustees meet and what are they paid?

The role of the Trustees is to provide general oversight of the Fund's
business, and to ensure that the Fund is operated for the benefit of all
shareholders. The Trustees anticipate meeting at least five times during the
current fiscal year to review the operations of the Fund and the Fund's
investment performance. The Trustees also oversee the services furnished to the
Fund by Franklin Advisers, Inc., 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 and a fee of $400 per Board
meeting attended. Trustees serving on the Audit Committee of the Fund and other
investment companies in Franklin Templeton Investments receive a flat fee of
$2,000 per Audit Committee meeting attended, a portion of which is allocated to
the Fund. Members of a committee are not compensated for any committee meeting
held on the day of a Board meeting.

During the fiscal year ended August 31, 2005, there were six 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. 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.

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.
These Trustees also serve as directors or trustees of other funds in Franklin
Templeton Investments, many of which hold meetings at different dates and
times. The Trustees and the Fund's management believe that having the same
individuals serving on the boards of many of the funds in Franklin Templeton
Investments enhances the ability of each fund to obtain, at a relatively modest
cost to each separate fund, the services of high caliber, experienced and
knowledgeable Independent Trustees who can more effectively oversee the
management of the funds.

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

Harris J. Ashton............ $4,107 $404,038 42
Frank J. Crothers........... 4,545 151,466 14
S. Joseph Fortunato......... 4,467 406,036 43
Edith E. Holiday............ 4,467 403,749 41
Gordon S. Macklin........... 3,667 379,002 42
Fred R. Millsaps****........ 4,545 225,466 0
David W. Niemiec*****....... 0 42,687 13
Frank A. Olson.............. 4,545 231,486 27
Larry D. Thompson*****...... 0 35,187 12
Constantine D. Tseretopoulos 4,545 151,466 14

--------
* Compensation received for the fiscal year ended August 31, 2005.
** Compensation received for the calendar year ended December 31, 2005.
*** 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 47 U.S.
registered investment companies, with approximately 153 U.S. based
funds or series.
**** Mr. Millsaps retired effective December 31, 2005.
***** Messrs. Niemiec and Thompson were appointed to the Board in October 2005.

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.

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 Vice and Trustee since 1995 and
President Vice President since 1993

Please refer to the table "Interested Trustees serving until 2007 Annual Meeting of Shareholders" for additional
information about Mr. Charles B. Johnson.
------------------------------------------------------------------------------------------------------------------
Harmon E. Burns Trustee and Vice President Trustee since 1993 and
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.
------------------------------------------------------------------------------------------------------------------
Christopher J. Molumphy (43) President and Since 2002
One Franklin Parkway Chief Executive Officer--
San Mateo, CA 94403-1906 Investment Management

Principal Occupation During Past 5 Years:
Executive Vice President, Franklin Advisers, Inc.; and officer of six of the investment companies in Franklin
Templeton Investments.
------------------------------------------------------------------------------------------------------------------
Rupert H. Johnson, Jr. (65) 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 45 of the investment companies in Franklin Templeton
Investments.
------------------------------------------------------------------------------------------------------------------
Jimmy D. Gambill (58) Senior Vice President and Since 2002
500 East Broward Blvd. Chief Executive Officer--
Suite 2100 Fort Finance and 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
47 of the investment companies in Franklin Templeton Investments.
------------------------------------------------------------------------------------------------------------------

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

Jeffrey A. Everett (41) Vice President Since 2001
P. O. Box N-7759
Lyford Cay, Nassau Bahamas

Principal Occupation During Past 5 Years:
President and Director, Templeton Global Advisors Limited; officer of 14 of the investment companies in
Franklin Templeton Investments.
-----------------------------------------------------------------------------------------------------------
John R. Kay (65) 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) 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 47 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).
-----------------------------------------------------------------------------------------------------------
Barbara J. Green (58) 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 47 of the investment
companies in Franklin Templeton Investments; and formerly, Deputy Director, Division of Investment
Management, Executive Assistant and Senior Advisor to the Chairman, Counselor to the Chairman, Special
Counsel and Attorney Fellow, U.S. Securities and Exchange Commission (1986-1995); Attorney, Rogers &
Wells (until 1986); and Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979).
-----------------------------------------------------------------------------------------------------------

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

David P. Goss (58) Vice President and Since 2000
One Franklin Parkway Assistant Secretary
San Mateo, CA 94403-1906

Principal Occupation During Past 5 Years:
Senior Associate General Counsel, Franklin Resources, Inc.; officer and director of one of the subsidiaries of
Franklin Resources, Inc.; officer 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-- Since 2002
600 Fifth Avenue AML 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 45 of the investment
companies in Franklin Templeton Investments.
--------------------------------------------------------------------------------------------------------------
Robert C. Rosselot (45) Secretary Since 2004
500 East Broward Blvd.
Suite 2100 Fort
Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Associate General Counsel and Assistant Secretary, Franklin Resources, Inc.; Vice President and Assistant
Secretary, Templeton Investment Counsel, LLC and Fiduciary Trust International of the South; officer of 14 of
the investment companies in Franklin Templeton Investments; and formerly, Assistant General Counsel, The
Prudential Insurance Company of America (1997-2001).
--------------------------------------------------------------------------------------------------------------
Galen G. Vetter (54) 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 47 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) 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).
--------------------------------------------------------------------------------------------------------------

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

James M. Davis (53) Chief Compliance Officer Since 2004
One Franklin Parkway
San Mateo, CA 94403-1906

Principal Occupation During Past 5 Years:
Director, Global Compliance, Franklin resources, Inc.; officer of 47 of the investment companies in Franklin
Templeton Investments; and formerly, Director of Compliance, Franklin Resources, Inc. (1994-2001).
------------------------------------------------------------------------------------------------------------

.ADDITIONAL INFORMATION ABOUT THE FUND

The Investment Manager. The Investment Manager of the Fund is Franklin
Advisers, Inc., a California corporation with offices at One Franklin Parkway,
San Mateo, California 94403-1906. Pursuant to an investment management
agreement, the Investment Manager manages the investment and reinvestment of
Fund assets. The Investment Manager is a wholly owned subsidiary of Resources.

The Administrator. The administrator of the Fund is Franklin Templeton
Services, LLC ("FT Services") with offices at 500 East Broward Boulevard, Suite
2100, Fort Lauderdale, Florida 33394-3091. FT Services is an indirect, wholly
owned subsidiary of Resources and an affiliate of the Investment Manager.
Pursuant to an administration agreement, FT Services performs certain
administrative functions for the Fund.

The Transfer Agent. The transfer agent, registrar and dividend disbursement
agent for the Fund is 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.

The Shareholder Servicing Agent. The shareholder servicing agent for the
Fund is UBS Securities LLC, formerly UBS Warburg LLC, 299 Park Avenue, 34th
Floor, New York, New York 10171, successor to the initial underwriter of the
Fund's shares. Pursuant to a shareholder servicing agreement, UBS provides
certain services to the Fund including statistical information and analysis,
ongoing efforts to publicize the Fund's shares and making information available
to investors.

Other Matters. The Fund's last audited financial statements and annual
report for the fiscal year ended August 31, 2005 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, the Fund had 47,338,848
shares outstanding and total net assets of $652,032,072.82. The Fund's shares
are listed on the NYSE (NYSE: TEI). From time to time, the number of shares
held in "street name" accounts of various securities dealers for the benefit of
their clients may exceed 5% of the total shares outstanding. To the knowledge
of the Fund's management, as of December 30, 2005, 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, 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 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 $42,098 for the fiscal year ended
August 31, 2005 and $9,099 for the fiscal year ended August 31, 2004.

Audit-Related Fees. There were no fees paid to PwC for assurance and
related services by PwC that are reasonably related to the performance of the
audit or review of the Fund's financial statements and not reported under
"Audit Fees" above.

In addition, the Audit Committee pre-approves PwC's engagement for
audit-related services with the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund. The fees for these services
were $0 for the fiscal year ended August 31, 2005 and $48,579 for the fiscal
year ended August 31, 2004. The services for which these fees were paid
included attestation services.

Tax Fees. PwC did not render any tax compliance, tax advice or tax planning
services ("tax services") to the Fund for the fiscal year ended August 31, 2005
or for the fiscal year ended August 31, 2004.

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 $19,591 for the fiscal year ended August 31, 2005 and $0 for the fiscal
year ended August 31, 2004. The services for which these fees were paid
included tax compliance and advice.

All Other Fees. The aggregate fees for products and services provided by
PwC to the Fund, other than the services reported above, were $0 for the fiscal
year ended August 31, 2005 and $298 for the fiscal year ended

August 31, 2004. The services for which these fees were paid included review of
materials provided to the Fund Board in connection with the investment
management contract renewal process.

In addition, the Audit Committee pre-approves PwC's engagement for other
services with the Investment Manager and certain entities controlling,
controlled by, or under common control with the Investment Manager that provide
ongoing services to the Fund, which engagements relate directly to the
operations and financial reporting of the Fund. The aggregate fees paid to PwC
for such other services and not reported above were $0 for the Fund's fiscal
year ended August 31, 2005 and $99,702 for the fiscal year ended August 31,
2004. The services for which these fees were paid included review of materials
provided to the Fund Board in connection with the investment management
contract renewal process.

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 $19,591 for the fiscal year
ended August 31, 2005 and $148,579 for the fiscal year ended August 31, 2004.

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, 2005 for filing with the U.S. Securities and Exchange Commission.

AUDIT COMMITTEE

Fred R. Millsaps (Chairman through
December 31, 2005)
Frank J. Crothers
Frank A. Olson
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 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 2005 annual meeting.

Shareholder Proposals. The Fund anticipates that its 2007 Annual Meeting of
Shareholders will be held on or about February 23, 2007. A shareholder who
wishes to submit a proposal for consideration for inclusion in the Fund's proxy
statement for the 2007 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, 2006 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, as described
above, may nonetheless present a proposal at the Fund's 2007 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, 2006 and not later
than October 26, 2006. 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 2007 Annual Meeting of
Shareholders, the persons designated as proxy holders for proxies solicited by
the Board for the 2007 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. A shareholder
proposal may be presented at the 2007 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 (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

TLTEI PROXY 01/06

TEMPLETON EMERGING MARKETS INCOME FUND
ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 24, 2006

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 Income 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, 12th Floor, Fort
Lauderdale, Florida 33394 at 12 Noon Eastern time, on the 25th day of February,
2005, including any postponements or adjournments thereof, upon the matters set
forth below and instructs them to vote upon any matters that may properly be
acted upon at the Meeting.

This Proxy is solicited on behalf of the Board of Trustees. It will be voted as
specified. If no specification is made, this Proxy shall be 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)
-------------------------------------------------------------------------------
FOLD AND DETACH HERE

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

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

Mellon Investor Services LLC, Transfer Agent for the Fund, now makes it easy
and convenient to get current information on your shareholder account.

o View account status o Make address changes
o View certificate history o Obtain a duplicate 1099 tax form
o View book-entry information o Establish/change your PIN
o View payment history for dividends

Visit us on the web at http://www.melloninvestor.com/isd
For technical assistance call 1 877-978-7778 between 9 a.m. and 7 p.m.
Monday-Friday, Eastern time

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

Plese mark if address
change or comments
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.

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

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

SIGNATURE(S): DATED: , 2006
------------------------------------------ -----------
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 | | Telephone | | Mail |
|http://www.proxyvoting.com/tei| | 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.