UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-07866

Templeton Emerging Markets Income Fund

(Exact name of registrant as specified in charter)

300 S.E. 2^nd Street, Fort Lauderdale, FL 33301-1923

(Address of principal executive offices)(Zip code)

Alison Baur, One Franklin Parkway, San Mateo, CA  94403-1906

(Name and address of agent for service)

Registrant's telephone number, including area code:(954) 527-7500

Date of fiscal year end: 12/31

Date of reporting period: 12/31/23

Item 1. Reports to Stockholders.

a.)

The following is a copy of the report transmitted to shareholders pursuant to Rule30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1.)

b.)

Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.

Not Applicable

.

Annual

Report

Templeton

Emerging

Markets

Income

Fund

December

31,

2023

Not

FDIC

Insured

May

Lose

Value

No

Bank

Guarantee

.

Managed

Distribution

Policy

:

Until

December

31,

2023,

the

Fund

employed

a

managed

distribution

policy

whereby

the

Fund

made

distributions

to

common

shareholders

at

an

annual

minimum

fixed

rate

of

10%,

based

on

the

average

monthly

net

asset

value

(NAV)

of

the

Fund's

common

shares.

Effective

January

1,

2024,

the

Board

has

implemented

a

new

managed

distribution

plan

where

the

Fund

will

distribute

a

level

distribution

amount

to

shareholders.

The

Fund

intends

to

make

monthly

distributions

to

shareholders

at

the

fixed

rate

of

$0.0475

per

share.

Management

will

generally

distribute

amounts

necessary

to

satisfy

the

Fund's

plan

and

the

requirements

prescribed

by

excise

tax

rules

and

Subchapter

M

of

the

Internal

Revenue

Code.

The

plan

is

intended

to

provide

shareholders

with

a

consistent

distribution

each

month

and

is

intended

to

narrow

the

discount

between

the

market

price

and

the

NAV

of

the

Fund's

common

shares,

but

there

is

no

assurance

that

the

plan

will

be

successful

in

doing

so.

Under

the

managed

distribution

plan,

to

the

extent

that

sufficient

investment

income

is

not

available

on

a

monthly

basis,

the

Fund

will

distribute

long-term

capital

gains

and/or

return

of

capital

in

order

to

maintain

its

managed

distribution

rate.

No

conclusions

should

be

drawn

about

the

Fund's

investment

performance

from

the

amount

of

the

Fund's

distributions

or

from

the

terms

of

the

Fund's

managed

distribution

plan.

The

Board

may

amend

the

terms

of

the

Plan

or

terminate

the

Plan

at

any

time

without

prior

notice

to

the

Fund’s

shareholders,

however,

at

this

time

there

are

no

reasonably

foreseeable

circumstances

that

might

cause

the

termination

of

the

Plan.

The

amendment

or

termination

of

the

Plan

could

have

an

adverse

effect

on

the

market

price

of

the

Fund’s

common

shares.

The

Plan

will

be

subject

to

the

periodic

review

by

the

Board,

including

a

yearly

review

of

the

annual

minimum

fixed

rate

to

determine

if

an

adjustment

should

be

made.

Shareholders

should

not

draw

any

conclusions

about

the

Fund’s

investment

performance

from

the

amount

of

this

distribution

or

from

the

terms

of

the

Plan.

The

Fund

will

send

a

Form

1099-DIV

to

shareholders

for

the

calendar

year

that

will

describe

how

to

report

the

Fund’s

distributions

for

federal

income

tax

purposes.

Please

see

the

"Important

Information

to

Shareholders"

section

for

additional

information.

franklintempleton.com

Annual

Report

1

Contents

Fund

Overview

2

Performance

Summary

5

Financial

Highlights

and

Schedule

of

Investments

8

Financial

Statements

17

Notes

to

Financial

Statements

21

Report

of

Independent

Registered

Public

Accounting

Firm

34

Tax

Information

35

Important

Information

to

Shareholders

36

Annual

Meeting

of

Shareholders

43

Dividend

Reinvestment

and

Cash

Purchase

Plan

44

Board

Members

and

Officers

46

Shareholder

Information

50

Visit

franklintempleton.com

for

fund

updates,

to

access

your

account,

or

to

find

helpful

financial

planning

tools.

2

franklintempleton.com

Annual

Report

Templeton

Emerging

Markets

Income

Fund

Dear

Shareholder,

This

annual

report

for

Templeton

Emerging

Markets

Income

Fund

covers

the

fiscal

year

ended

December

31,

2023

.

Fund

Overview

Q.

What

is

the

Fund's

investment

strategy?

A.

The

Fund

seeks

high,

current

income,

with

a

secondary

goal

of

capital

appreciation,

by

investing,

under

normal

market

conditions,

at

least

80%

of

its

net

assets

in

income-

producing

securities

of

sovereign

or

sovereign-related

entities

and

private

sector

companies

in

emerging

market

countries.

For

purposes

of

the

Fund’s

80%

policy,

income-

producing

securities

of

entities

in

emerging

markets

include

derivative

instruments

or

other

investments

that

have

economic

characteristics

similar

to

such

securities.

We

invest

selectively

in

bonds

from

emerging

markets

around

the

world

to

generate

income

for

the

Fund,

seeking

opportunities

while

monitoring

changes

in

interest

rates,

currency

exchange

rates

and

credit

risk.

We

seek

to

manage

the

Fund’s

exposure

to

various

currencies

and

may

use

currency

forward

contracts.

Q.

What

were

the

overall

market

conditions

during

the

Fund's

reporting

period?

A.

Inflation

rates

in

most

countries

peaked,

and

in

many

cases

fell

sharply

from

the

multi-year

(and

in

some

cases,

multi-decade)

highs

that

had

been

reached

during

2022.

Core

inflation

measures,

which

usually

exclude

volatile

food

and

energy

prices,

were

stickier

due

to

services

prices,

but

by

year-end

most

of

these

had

shown

sharp

deceleration,

too.

In

response

to

inflation

developments,

the

monetary

policy

pivot

away

from

tightening

became

increasingly

clear

over

the

course

of

the

year

and

was

seemingly

confirmed

by

the

U.S.

Federal

Reserve

(Fed),

signaling

a

pause

at

its

December

2023

policy

meeting.

The

year

had

been

characterized

by

continued

deceleration

in

the

pace

of

interest-rate

hikes

and

some

pausing

amongst

developed

market

central

banks,

with

certain

emerging

markets

(particularly

those

who

had

been

early

and/or

aggressive

movers

during

the

upcycle)

embarking

on

rate

cuts.

In

bond

markets,

the

U.S.

10-year

yield

was

unchanged

over

the

course

of

the

year,

but

most

other

sovereign

bond

yields

fell.

Japanese

bond

yields,

however,

rose,

as

the

Bank

of

Japan

loosened

its

yield

curve

control

policy

over

the

course

of

the

year.

Concerns

about

global

growth

remained.

Growth

rates

remained

positive,

but

major

economies

have

been

slowing

more

recently.

The

U.S.

dollar

(USD)

largely

moved

sideways

over

the

year,

softening

somewhat

on

a

year-end-to-year-end

basis.

Currency

performances

were

mixed,

but

in

general

European

and

Latin

American

currencies

appreciated

against

the

USD,

while

those

in

Asia

depreciated.

Policy

tightening

during

the

course

of

2023

exposed

some

structural

risks

associated

with

prior

large

fiscal

spending

and

excessive

monetary

accommodation,

manifesting

in

the

form

of

banking

problems

in

the

U.S.

and

Europe,

and

debt

restructurings

in

some

frontier

markets.

However,

these

did

not

lead

to

wider

market

disruptions.

Q.

How

did

we

respond

to

these

changing

market

conditions?

A.

We

continued

to

aim

for

a

high

overall

portfolio

yield

by

holding

higher-yielding

local-currency

positions

in

specific

emerging

markets.

We

have

emphasized

select

local-currency

sovereign

bonds

in

countries

that

we

view

as

having

resilient

fundamentals.

As

the

year

progressed,

we

identified

the

countries

we

considered

most

likely

to

benefit

from

the

trends

described

previously,

such

as

those

countries

in

Latin

America

who

had

been

aggressive

responders

to

rising

inflation

and

stayed

ahead

of

the

curve,

thus

placing

themselves

in

a

relatively

strong

policy

position

for

when

the

rate

cycle

turned.

In

sovereign

bonds,

we

extended

duration

in

select

countries

where

we

saw

opportunity

from

inflation

and

interest-rate

cycles

rolling

over,

or

where

we

saw

improving

fundamentals

in

a

range

of

factors

from

fiscal

progress

to

reshoring.

In

foreign

exchange

exposure,

we

considered

countries

whose

currencies

were

likely

to

benefit

from

changing

growth

and

interest

rate

differentials

against

the

U.S.

dollar

and

which

also

had

solid

fundamental

support,

with

overweighted

currency

exposures

focused

on

countries

that

generally

have

strong

trade

dynamics,

current

account

surpluses,

better

fiscal

management

and

stronger

growth

potential,

notably

in

Asia.

Along

with

extending

duration

where

deemed

appropriate,

we

also

took

profit

in

some

positions

as

cycles

turned.

Near

the

end

of

the

year

when

it

became

clearer

that

the

Fed

had

reached

a

peak

in

rates,

we

identified

specific

opportunities

in

the

emerging

market

sovereign

credit

space.

Performance

Overview

For

the

12

months

under

review,

the

Fund

posted

cumulative

total

returns

of

+3.82%

based

on

market

price

and

+13.95%

based

on

net

asset

value.

In

comparison,

U.S.

dollar-

denominated

emerging

market

bonds,

as

measured

by

the

J.P.

Morgan

(JPM)

Emerging

Markets

Bond

Index

(EMBI)

Global

Index,

posted

a

+10.45%

cumulative

total

return

Templeton

Emerging

Markets

Income

Fund

3

franklintempleton.com

Annual

Report

in

U.S.

dollar

terms

for

the

same

period.

1

You

can

find

the

Fund’s

long-term

performance

data

in

the

Performance

Summary

on

page

5

.

Until

December

31,

2023,

the

Fund

employed

a

managed

distribution

policy

whereby

the

Fund

made

distributions

to

common

shareholders

at

an

annual

minimum

fixed

rate

of

10%,

based

on

the

average

monthly

net

asset

value

(NAV)

of

the

Fund’s

common

shares.

Effective

January

1,

2024,

the

Board

has

implemented

a

new

managed

distribution

plan

where

the

Fund

will

distribute

a

level

distribution

amount

to

shareholders.

The

Fund

intends

to

make

monthly

distributions

to

shareholders

at

the

fixed

rate

of

$0.0475

per

share.

Management

will

generally

distribute

amounts

necessary

to

satisfy

the

Fund’s

plan

and

the

requirements

prescribed

by

excise

tax

rules

and

Subchapter

M

of

the

Internal

Revenue

Code.

The

plan

is

intended

to

provide

shareholders

with

a

consistent

distribution

each

month

and

is

intended

to

narrow

the

discount

between

the

market

price

and

the

NAV

of

the

Fund’s

common

shares,

but

there

is

no

assurance

that

the

plan

will

be

successful

in

doing

so.

Please

see

“Important

Information

to

Shareholders”

section

for

additional

information.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

Q.

What

were

the

leading

contributors

to

performance?

A.

Currency

positions

contributed

to

absolute

returns

in

2023.

Positions

in

the

Colombian

peso,

Brazilian

real

and

Chilean

peso

contributed

to

absolute

results.

Interest

rate

strategies

contributed

to

absolute

returns

in

2023.

Duration

exposures

in

Hungary,

Colombia,

Brazil,

Zambia

and

Uzbekistan

contributed

to

absolute

performance.

Overall

credit

exposures

contributed

to

absolute

returns

in

2023.

Exposure

to

select

sub

investment-grade

sovereign

credits

in

Africa,

Latin

America

and

Asia

ex-Japan

contributed

to

absolute

results.

Portfolio

Composition

12/31/23

%

of

Total

Net

Assets

Foreign

Government

and

Agency

Securities

105.1%

Corporate

Bonds

3.9%

Common

Stocks

1.2%

Other

†

0.0%

Options

Purchased

0.1%

Short-Term

Investments

&

Other

Net

Assets*

-10.3%

†

Categories

within

the

Other

category

are

listed

in

full

in

the

Fund’s

Schedule

of

Investments

(SOI),

which

can

be

found

later

in

this

report.

*

Includes

U.S.

government

and

agency

securities,

money

market

funds

and

other

net

assets

(including

derivatives).

Geographic

Composition

12/31/23

%

of

Total

Net

Assets

Middle

East

&

Africa

32.3%

Asia

Pacific

27.5%

Americas

37.6%

Other

Europe

8.9%

Supranational

4.0%

Short-Term

Investments

&

Other

Net

Assets

-10.3%

Top

10

Countries*

12/31/23

a

%

of

Total

Net

Assets

a

a

Malaysia

11.0%

Egypt

9.0%

Mexico

8.2%

Ecuador

6.3%

Hungary

6.2%

Brazil

5.8%

Dominican

Republic

5.7%

Oman

5.7%

Indonesia

5.6%

India

5.1%

*

Does

not

include

cash

and

cash

equivalents.

1.

Source:

Morningstar.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

9

.

Templeton

Emerging

Markets

Income

Fund

4

franklintempleton.com

Annual

Report

Q.

What

were

the

leading

detractors

from

performance?

A.

Among

currencies,

positions

in

the

Zambian

kwacha,

Ghanaian

cedi

and

South

Korean

won

detracted

from

absolute

performance

in

2023.

In

interest

rate

strategies,

duration

exposure

to

Ghana

detracted

from

absolute

returns.

Q.

Were

there

any

significant

changes

to

the

Fund

during

the

reporting

period?

A.

The

duration

of

the

Fund

increased

significantly

over

the

course

of

the

year

but

remained

somewhat

underweight

duration

versus

the

index

at

year

end.

Over

the

course

of

the

year,

we

closed

out

our

positions

in

the

Chinese

yuan

and

the

Peruvian

sol.

We

reduced

our

local

currency

positions

in

the

Chilean

peso,

South

Korean

won

and

Ghanaian

cedi,

but

added

a

new

local

currency

position

in

the

Uruguayan

peso.

We

switched

all

our

Korean

won

and

Thai

baht

bonds

into

currency

forwards.

We

increased

our

local

currency

positions

in

the

Malaysian

ringgit,

Hungarian

forint

and

Mexican

peso.

We

added

new

EUR

hard

currency

positions

in

Ivory

Coast,

Romania

and

Benin,

and

USD

hard

currency

positions

in

Gabon,

Mexico

(Pemex)

and

Panama.

We

reduced

our

USD

hard

currency

position

in

Ecuador.

We

extended

duration

in

a

number

of

countries,

including

select

Asian

and

Latin

American

countries

as

well

as

the

U.S.

Our

Ghanaian

bonds

were

exchanged

for

new

securities

as

part

of

Ghana’s

debt

restructuring

exercise.

Thank

you

for

your

continued

participation

in

Templeton

Emerging

Markets

Income

Fund.

We

look

forward

to

serving

your

future

investment

needs.

Sincerely,

Michael

Hasenstab,

Ph.D.

Lead

Portfolio

Manager

Calvin

Ho,

Ph.D.

Portfolio

Manager

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

December

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Performance

Summary

as

of

December

31,

2023

Templeton

Emerging

Markets

Income

Fund

5

franklintempleton.com

Annual

Report

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Total

returns

do

not

reflect

any

sales

charges

paid

at

inception

or

brokerage

commissions

paid

on

secondary

market

purchases.

The

performance

tables

and

graph

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

12/31/23

1

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

Share

Prices

Cumulative

Total

Return

2

Average

Annual

Total

Return

2

Based

on

NAV

3

Based

on

market

price

4

Based

on

NAV

3

Based

on

market

price

4

1-Year

+13.95%

+3.82%

+13.95%

+3.82%

5-Year

-16.72%

-14.55%

-3.59%

-3.10%

10-Year

-10.69%

-11.48%

-1.12%

-1.21%

Symbol:

TEI

12/31/23

12/31/22

Change

Net

Asset

Value

(NAV)

$5.90

$5.72

+$0.18

Market

Price

(NYSE)

$5.10

$5.49

-$0.39

Distributions

(1/1/23–12/31/23)

Net

Investment

Income

Tax

Return

of

Capital

Total

$0.2810

$0.2845

$0.5655

See

page

7

for

Performance

Summary

footnotes.

Templeton

Emerging

Markets

Income

Fund

Performance

Summary

6

franklintempleton.com

Annual

Report

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

(12/31/13–12/31/23)

Templeton

Emerging

Markets

Income

Fund

Performance

Summary

7

franklintempleton.com

Annual

Report

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

The

Fund

is

actively

managed

but

there

is

no

guarantee

that

the

manager’s

investment

decisions

will

produce

the

desired

results.

All

investments

involve

risks,

including

possible

loss

of

principal.

Fixed

income

securities

involve

interest

rate,

credit,

inflation

and

reinvestment

risks,

and

possible

loss

of

principal.

As

interest

rates

rise,

the

value

of

fixed

income

securities

falls.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

Liquidity

risk

exists

when

securities

or

other

investments

become

more

difficult

to

sell,

or

are

unable

to

be

sold,

at

the

price

at

which

they

have

been

valued.

Derivative

instruments

can

be

illiquid,

may

disproportionate-

ly

increase

losses,

and

have

a

potentially

large

impact

on

performance.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

considerations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

The

Fund

may

invest

in

China

Interbank

bonds

traded

on

the

China

Interbank

Bond

Market

(“CIBM”)

through

the

China

–

Hong

Kong

Bond

Connect

program

(“Bond

Con-

nect”).

In

China,

the

Hong

Kong

Monetary

Authority

Central

Money

Markets

Unit

holds

Bond

Connect

securities

on

behalf

of

ultimate

investors

(such

as

the

Fund)

in

accounts

maintained

with

a

China-based

custodian

(either

the

China

Central

Depository

&

Clearing

Co.

or

the

Shanghai

Clearing

House).

This

recordkeeping

system

subjects

the

Fund

to

various

risks,

including

the

risk

that

the

Fund

may

have

a

limited

ability

to

enforce

rights

as

a

bondholder

and

the

risks

of

settlement

delays

and

counterparty

default

of

the

Hong

Kong

sub-custodian.

In

addition,

enforcing

the

ownership

rights

of

a

beneficial

holder

of

Bond

Connect

securities

is

untested

and

courts

in

China

have

limited

experi-

ence

in

applying

the

concept

of

beneficial

ownership.

Bond

Connect

uses

the

trading

infrastructure

of

both

Hong

Kong

and

China

and

is

not

available

on

trading

holidays

in

Hong

Kong.

As

a

result,

prices

of

securities

purchased

through

Bond

Connect

may

fluctuate

at

times

when

a

Fund

is

unable

to

add

to

or

exit

its

position.

Securities

offered

through

Bond

Connect

may

lose

their

eligibility

for

trading

through

the

program

at

any

time.

If

Bond

Connect

securities

lose

their

eligibility

for

trading

through

the

program,

they

may

be

sold

but

can

no

longer

be

purchased

through

Bond

Connect.

Bond

Connect

is

subject

to

regulation

by

both

Hong

Kong

and

China

and

there

can

be

no

assurance

that

further

regulations

will

not

affect

the

availability

of

securities

in

the

program,

the

frequency

of

redemptions

or

other

limitations.

Bond

Connect

trades

are

settled

in

Chinese

currency,

the

renminbi

(“RMB”).

It

cannot

be

guaranteed

that

inves-

tors

will

have

timely

access

to

a

reliable

supply

of

RMB

in

Hong

Kong.

Bond

Connect

is

relatively

new

and

its

effects

on

the

Chinese

interbank

bond

market

are

uncertain.

In

addition,

the

trading,

settlement

and

IT

systems

required

for

non-Chinese

investors

in

Bond

Connect

are

relatively

new.

In

the

event

of

systems

malfunctions,

trading

via

Bond

Connect

could

be

disrupted.

In

addition,

the

Bond

Connect

program

may

be

subject

to

further

interpretation

and

guidance.

There

can

be

no

assurance

as

to

the

program’s

continued

existence

or

whether

future

developments

regarding

the

program

may

restrict

or

adversely

affect

the

Fund’s

investments

or

returns.

Finally,

uncertainties

in

China

tax

rules

governing

taxation

of

income

and

gains

from

investments

via

Bond

Connect

could

result

in

unexpected

tax

liabilities

for

a

Fund.

The

application

and

interpretation

of

the

laws

and

regulations

of

Hong

Kong

and

China,

and

the

rules,

policies

or

guidelines

published

or

applied

by

relevant

regulators

and

exchanges

in

respect

of

the

Bond

Connect

program,

are

uncertain,

and

may

have

a

detrimental

effect

on

the

Fund’s

investments

and

returns.

1.

Gross

expenses

are

the

Fund’s

total

annual

operating

expenses

as

of

the

Fund's

annual

report

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

Net

expenses

reflect

voluntary

fee

waivers,

expense

caps

and/or

reimbursements.

Voluntary

waivers

may

be

modified

or

discontinued

at

any

time

without

notice.

2.

Total

return

calculations

represent

the

cumulative

and

average

annual

changes

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

3.

Assumes

reinvestment

of

distributions

based

on

net

asset

value.

4.

Assumes

reinvestment

of

distributions

based

on

the

dividend

reinvestment

and

cash

purchase

plan.

5.

Source:

FactSet.

The

JPM

Emerging

Markets

Bond

Index

(EMBI)

Global

Index

tracks

total

returns

for

U.S.

dollar-denominated

debt

instruments

issued

by

emerging

market

sovereign

and

quasi-sovereign

entities:

Brady

bonds,

loans

and

Eurobonds.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

Templeton

Emerging

Markets

Income

Fund

Financial

Highlights

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

8

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$5.72

$7.58

$8.92

$9.95

$10.93

Income

from

investment

operations:

Net

investment

income

a

.........................

0.43

0.45

0.55

0.38

0.66

Net

realized

and

unrealized

gains

(losses)

...........

0.32

(1.67)

(1.13)

(0.84)

(0.86)

Total

from

investment

operations

....................

0.75

(1.22)

(0.58)

(0.46)

(0.20)

Less

distributions

from:

Net

investment

income

and

net

foreign

currency

gains

..

(0.28)

—

—

(0.37)

(0.78)

Tax

return

of

capital

............................

(0.29)

(0.65)

(0.76)

(0.20)

—

Total

distributions

...............................

(0.57)

(0.65)

(0.76)

(0.57)

(0.78)

Repurchase

of

shares

..........................

—

b

0.01

—

—

—

Net

asset

value,

end

of

year

.......................

$5.90

$5.72

$7.58

$8.92

$9.95

Market

value,

end

of

year

c

.........................

$5.10

$5.49

$7.29

$7.77

$9.19

Total

return

(based

on

net

asset

value

per

share)

d

.......

13.95%

(16.19)%

(6.78)%

(6.14)%

(0.33)%

Total

return

(based

on

market

value

per

share)

d

.........

3.82%

(15.55)%

3.59%

(9.08)%

3.48%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

2.32%

1.40%

1.23%

1.17%

1.17%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

2.30%

1.38%

1.22%

1.14%

1.06%

Net

investment

income

...........................

7.65%

7.11%

6.68%

4.22%

6.20%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$278,680

$272,330

$363,759

$428,098

$477,471

Portfolio

turnover

rate

............................

48.95%

35.83%

70.97%

56.68%

27.69%

Total

outstanding

borrowings

on

credit

facility

at

end

of

year

(000’s)

.......................................

$50,000

$36,000

$36,000

$—

$—

Asset

coverage

per

$1,000

of

debt

..................

$6,574

$8,565

$11,133

$—

$—

a

Based

on

average

daily

shares

outstanding.

b

Amount

rounds

to

less

than

$0.01

per

share

c

Based

on

the

last

sale

on

the

New

York

Stock

Exchange.

d

The

Market

Value

Total

Return

is

calculated

assuming

a

purchase

of

common

shares

on

the

opening

of

the

first

business

day

and

a

sale

on

the

closing

of

the

last

business

day

of

each

period.

Dividends

and

distributions

are

assumed

for

the

purposes

of

this

calculation

to

be

reinvested

at

prices

obtained

under

the

Fund's

Dividend

Reinvestment

and

Cash

Purchase

Plan.

Net

Asset

Value

Total

Return

is

calculated

on

the

same

basis,

except

that

the

Fund's

net

asset

value

is

used

on

the

purchase,

sale

and

dividend

reinvestment

dates

instead

of

market

value.

Total

return

does

not

reflect

brokerage

commissions

or

sales

charges

in

connection

with

the

purchase

or

sale

of

Fund

shares.

Templeton

Emerging

Markets

Income

Fund

Schedule

of

Investments,

December

31,

2023

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

9

a

a

Industry

Shares

a

Value

a

Common

Stocks

1.2%

South

Africa

1.2%

a,b,c

K2016470219

South

Africa

Ltd.,

A

....

Broadline

Retail

93,760,463

$

—

a,b,c

K2016470219

South

Africa

Ltd.,

B

....

Broadline

Retail

161,018,517

—

b

Platinum

Group

Metals

Ltd.,

(CAD

Traded)

......................

Metals

&

Mining

2,359,882

2,671,565

b

Platinum

Group

Metals

Ltd.,

(USD

Traded)

......................

Metals

&

Mining

469,750

535,515

b,d

Platinum

Group

Metals

Ltd.,

(USD

Traded),

144A

.................

Metals

&

Mining

48,837

55,287

3,262,367

Total

Common

Stocks

(Cost

$5,513,828)

.......................................

3,262,367

Principal

Amount

*

a

a

a

a

a

Corporate

Bonds

3.9%

Bermuda

0.0%

†

Digicel

Group

Holdings

Ltd.

,

Zero

Cpn.,

11/17/33

.............

Wireless

Telecommunication

Services

597,126

31,459

Zero

Cpn.,

11/17/33

.............

Wireless

Telecommunication

Services

281,646

82,099

113,558

Costa

Rica

3.9%

a,c

Reventazon

Finance

Trust

,

Senior

Secured

Bond

,

144A,

8

%

,

11/15/33

.

Financial

Services

10,815,840

10,802,979

South

Africa

0.0%

a,d,e

K2016470219

South

Africa

Ltd.

,

Senior

Secured

Note,

144A,

PIK,

3%,

12/31/22

.....................

Broadline

Retail

8,125,247

—

Senior

Secured

Note,

144A,

PIK,

8%,

12/31/22

.....................

Broadline

Retail

2,886,099

EUR

—

a,d,e

K2016470260

South

Africa

Ltd.

,

Senior

Secured

Note

,

144A,

PIK,

25

%

,

12/31/22

.....................

Broadline

Retail

61,769,102

—

—

Total

Corporate

Bonds

(Cost

$45,466,416)

......................................

10,916,537

a

a

Industry

Principal

Amount

*

a

Value

Foreign

Government

and

Agency

Securities

105.1%

Argentina

2.2%

Argentina

Government

Bond

,

Senior

Bond,

3.625%,

7/09/35

.....

16,852,222

5,823,541

Senior

Note,

0.75%,

7/09/30

......

967,775

390,504

6,214,045

Benin

2.8%

d

Benin

Government

Bond

,

Senior

Bond,

144A,

4.875%,

1/19/32

5,340,000

EUR

4,840,529

Senior

Bond,

144A,

4.95%,

1/22/35

.

1,410,000

EUR

1,231,141

Senior

Bond,

144A,

6.875%,

1/19/52

2,070,000

EUR

1,804,906

7,876,576

Templeton

Emerging

Markets

Income

Fund

Schedule

of

Investments

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

10

a

a

Industry

Principal

Amount

*

a

Value

a

a

a

a

a

a

Foreign

Government

and

Agency

Securities

(continued)

Brazil

5.8%

Brazil

Notas

do

Tesouro

Nacional

,

10%,

1/01/31

..................

62,380,000

BRL

$

12,740,878

F,

10%,

1/01/29

................

16,530,000

BRL

3,407,764

16,148,642

Colombia

2.3%

Colombia

Government

Bond,

Senior

Bond,

9.85%,

6/28/27

............

262,000,000

COP

64,237

Colombia

Titulos

de

Tesoreria

,

B,

6.25%,

11/26/25

..............

131,000,000

COP

32,086

B,

7.5%,

8/26/26

...............

2,517,200,000

COP

621,548

B,

13.25%,

2/09/33

.............

7,041,000,000

COP

2,157,949

B,

7.25%,

10/18/34

.............

5,278,000,000

COP

1,122,106

B,

6.25%,

7/09/36

..............

1,386,000,000

COP

261,725

B,

9.25%,

5/28/42

..............

8,661,000,000

COP

2,029,348

6,288,999

Dominican

Republic

5.7%

d

Dominican

Republic

Government

Bond

,

Senior

Bond,

Reg

S,

6.85%,

1/27/45

14,000,000

14,000,000

Senior

Bond,

144A,

4.875%,

9/23/32

2,150,000

1,962,735

15,962,735

Ecuador

6.3%

d

Ecuador

Government

Bond

,

Senior

Bond,

144A,

3.5%,

7/31/35

..

30,733,500

11,075,695

Senior

Note,

144A,

6%,

7/31/30

....

14,039,700

6,558,144

17,633,839

Egypt

9.0%

d

Egypt

Government

Bond

,

Senior

Bond,

144A,

7.6%,

3/01/29

..

7,270,000

5,569,983

Senior

Bond,

144A,

5.875%,

2/16/31

1,990,000

1,308,952

Senior

Bond,

144A,

7.625%,

5/29/32

1,080,000

753,330

Senior

Bond,

144A,

7.3%,

9/30/33

..

6,170,000

4,091,198

Senior

Bond,

144A,

8.5%,

1/31/47

..

8,950,000

5,593,213

Senior

Bond,

144A,

7.903%,

2/21/48

290,000

175,691

Senior

Bond,

144A,

8.7%,

3/01/49

..

540,000

339,693

Senior

Bond,

144A,

8.875%,

5/29/50

2,270,000

1,453,000

Senior

Bond,

144A,

8.75%,

9/30/51

.

7,950,000

5,048,250

Senior

Bond,

144A,

7.5%,

2/16/61

..

1,130,000

663,547

24,996,857

El

Salvador

0.7%

d

El

Salvador

Government

Bond,

Senior

Bond,

144A,

7.65%,

6/15/35

.......

2,650,000

2,076,937

Ethiopia

2.6%

d,f

Ethiopia

Government

Bond,

Senior

Bond,

144A,

6.625%,

12/11/24

.....

10,520,000

7,149,981

Gabon

2.1%

d

Gabon

Government

Bond

,

Senior

Bond,

144A,

6.625%,

2/06/31

3,650,000

3,056,357

Templeton

Emerging

Markets

Income

Fund

Schedule

of

Investments

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

11

a

a

Industry

Principal

Amount

*

a

Value

a

a

a

a

a

a

Foreign

Government

and

Agency

Securities

(continued)

Gabon

(continued)

d

Gabon

Government

Bond,

(continued)

Senior

Bond,

144A,

7%,

11/24/31

...

3,480,000

$

2,910,804

5,967,161

Ghana

1.6%

e

Ghana

Government

Bond

,

PIK,

8.35%,

2/16/27

.............

16,197,701

GHS

736,571

PIK,

8.5%,

2/15/28

..............

16,209,650

GHS

634,619

PIK,

8.65%,

2/13/29

.............

15,743,851

GHS

543,674

PIK,

8.8%,

2/12/30

..............

15,755,447

GHS

492,083

PIK,

8.95%,

2/11/31

.............

14,759,407

GHS

424,569

PIK,

9.1%,

2/10/32

..............

14,770,262

GHS

400,110

PIK,

9.25%,

2/08/33

.............

14,781,118

GHS

382,586

PIK,

9.4%,

2/07/34

..............

8,078,877

GHS

202,511

PIK,

9.55%,

2/06/35

.............

8,084,806

GHS

198,387

PIK,

9.7%,

2/05/36

..............

8,090,734

GHS

195,990

PIK,

9.85%,

2/03/37

.............

8,096,663

GHS

194,884

PIK,

10%,

2/02/38

..............

8,102,592

GHS

194,754

4,600,738

Hungary

6.2%

Hungary

Government

Bond

,

3%,

6/26/24

...................

753,000,000

HUF

2,132,140

1%,

11/26/25

..................

2,010,100,000

HUF

5,271,239

3%,

10/27/27

..................

172,900,000

HUF

454,413

4.75%,

11/24/32

................

3,566,400,000

HUF

9,504,077

17,361,869

India

5.1%

India

Government

Bond,

7.26%,

1/14/29

1,177,000,000

INR

14,214,653

Indonesia

5.6%

Indonesia

Government

Bond

,

FR59,

7%,

5/15/27

..............

1,445,000,000

IDR

95,456

FR68,

8.375%,

3/15/34

..........

41,273,000,000

IDR

2,998,103

FR73,

8.75%,

5/15/31

...........

3,985,000,000

IDR

289,704

FR82,

7%,

9/15/30

..............

4,047,000,000

IDR

268,678

FR87,

6.5%,

2/15/31

............

6,848,000,000

IDR

442,983

FR91,

6.375%,

4/15/32

..........

19,224,000,000

IDR

1,235,957

FR96,

7%,

2/15/33

..............

150,696,000,000

IDR

10,149,004

15,479,885

Ivory

Coast

4.0%

d

Ivory

Coast

Government

Bond

,

Senior

Bond,

144A,

5.25%,

3/22/30

.

2,500,000

EUR

2,484,531

Senior

Bond,

144A,

5.875%,

10/17/31

4,000,000

EUR

3,970,454

Senior

Bond,

144A,

4.875%,

1/30/32

5,000,000

EUR

4,666,837

11,121,822

Malaysia

11.0%

Malaysia

Government

Bond

,

3.478%,

6/14/24

................

10,210,000

MYR

2,224,777

4.181%,

7/15/24

................

3,730,000

MYR

814,845

4.059%,

9/30/24

................

6,370,000

MYR

1,392,356

3.882%,

3/14/25

................

7,760,000

MYR

1,699,778

Templeton

Emerging

Markets

Income

Fund

Schedule

of

Investments

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

12

a

a

Industry

Principal

Amount

*

a

Value

a

a

a

a

a

a

Foreign

Government

and

Agency

Securities

(continued)

Malaysia

(continued)

Malaysia

Government

Bond,

(continued)

3.955%,

9/15/25

................

3,710,000

MYR

$

813,984

3.9%,

11/30/26

.................

4,970,000

MYR

1,093,517

3.502%,

5/31/27

................

1,660,000

MYR

360,287

3.899%,

11/16/27

...............

58,430,000

MYR

12,845,389

3.733%,

6/15/28

................

820,000

MYR

179,054

4.498%,

4/15/30

................

11,020,000

MYR

2,501,839

3.582%,

7/15/32

................

31,830,000

MYR

6,801,247

30,727,073

Mexico

8.2%

Mexican

Bonos

,

M,

10%,

11/20/36

...............

17,130,000

MXN

1,087,501

M,

Senior

Bond,

7.75%,

11/23/34

...

53,170,000

MXN

2,862,547

Mexican

Bonos

Desarr

Fixed

Rate

,

M,

7.5%,

5/26/33

...............

85,760,000

MXN

4,577,974

M,

Senior

Bond,

8.5%,

5/31/29

.....

8,900,000

MXN

513,218

M,

Senior

Bond,

8.5%,

11/18/38

....

31,390,000

MXN

1,764,684

M,

Senior

Bond,

7.75%,

11/13/42

...

67,590,000

MXN

3,504,387

Petroleos

Mexicanos,

Senior

Note,

6.84%,

1/23/30

................

9,790,000

8,498,599

22,808,910

Mongolia

2.2%

d

Mongolia

Government

Bond

,

Senior

Bond,

144A,

4.45%,

7/07/31

.

5,570,000

4,680,882

Senior

Note,

144A,

5.125%,

4/07/26

.

200,000

194,482

Senior

Note,

144A,

3.5%,

7/07/27

..

1,380,000

1,234,881

6,110,245

Oman

5.7%

d

Oman

Government

Bond,

Senior

Bond,

144A,

4.75%,

6/15/26

............

15,970,000

15,806,979

Panama

2.4%

Panama

Government

Bond

,

Senior

Bond,

6.4%,

2/14/35

.......

920,000

900,282

Senior

Bond,

6.7%,

1/26/36

.......

4,030,000

4,003,768

Senior

Bond,

6.875%,

1/31/36

.....

1,770,000

1,770,471

6,674,521

Romania

2.7%

d

Romania

Government

Bond

,

144A,

1.75%,

7/13/30

............

950,000

EUR

850,124

144A,

2.75%,

4/14/41

............

1,420,000

EUR

1,056,791

144A,

2.875%,

4/13/42

...........

7,350,000

EUR

5,505,510

7,412,425

Seychelles

1.2%

d

Seychelles

International

Bond,

Senior

Bond,

Reg

S,

8%,

1/01/26

........

3,275,850

3,249,479

Sri

Lanka

0.5%

d,f

Sri

Lanka

Government

Bond

,

Senior

Bond,

144A,

6.2%,

5/11/27

..

2,420,000

1,228,882

Senior

Bond,

144A,

6.75%,

4/18/28

.

200,000

101,112

Templeton

Emerging

Markets

Income

Fund

Schedule

of

Investments

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

13

a

a

Industry

Principal

Amount

*

a

Value

a

a

a

a

a

a

Foreign

Government

and

Agency

Securities

(continued)

Sri

Lanka

(continued)

d,f

Sri

Lanka

Government

Bond,

(continued)

Senior

Bond,

144A,

7.85%,

3/14/29

.

291,000

$

146,978

1,476,972

Supranational

4.0%

g

Asian

Development

Bank,

Senior

Note,

11.75%,

7/24/24

................

43,233,000,000

COP

11,091,424

Uzbekistan

3.1%

d

Uzbekistan

Government

Bond,

Senior

Note,

144A,

14%,

7/19/24

........

107,400,000,000

UZS

8,702,076

Zambia

2.1%

Zambia

Government

Bond,

14%,

11/23/27

.....................

182,000,000

ZMW

5,733,429

Total

Foreign

Government

and

Agency

Securities

(Cost

$317,108,313)

............

292,888,272

Shares

Escrows

and

Litigation

Trusts

0.0%

a,b

K2016470219

South

Africa

Ltd.,

Escrow

Account

......................

1,140,749

—

Total

Escrows

and

Litigation

Trusts

(Cost

$–)

...................................

—

Total

Long

Term

Investments

(Cost

$368,088,557)

...............................

307,067,176

Number

of

Contracts

Notional

Amount

#

a

a

aa

Options

Purchased

0.1%

Calls

-

Over-the-Counter

Currency

Options

Foreign

Exchange

USD/MXN,

Counterparty

BZWS,

March

Strike

Price

18.55

MXN,

Expires

3/13/24

..

1

29,392,000

135,825

135,825

Puts

-

Over-the-Counter

Currency

Options

Foreign

Exchange

USD/MXN,

Counterparty

BZWS,

February

Strike

Price

16.04

MXN,

Expires

2/01/24

..

1

7,348,000

1,352

Foreign

Exchange

USD/MXN,

Counterparty

BZWS,

March

Strike

Price

17.39

MXN,

Expires

3/13/24

..

1

7,348,000

209,472

210,824

Total

Options

Purchased

(Cost

$467,700)

......................................

346,649

Templeton

Emerging

Markets

Income

Fund

Schedule

of

Investments

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

14

Short

Term

Investments

3.5%

a

a

Industry

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

1.1%

United

States

1.1%

h

U.S.

Treasury

Bills,

1/04/24

.........

3,000,000

$

2,999,129

Total

U.S.

Government

and

Agency

Securities

(Cost

$2,998,692)

..................

2,999,129

Shares

Money

Market

Funds

2.4%

United

States

2.4%

i,j

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.034%

.........

6,793,498

6,793,498

Total

Money

Market

Funds

(Cost

$6,793,498)

...................................

6,793,498

a

a

a

a

a

Total

Short

Term

Investments

(Cost

$9,792,190

)

.................................

9,792,627

a

a

a

Total

Investments

(Cost

$378,348,447)

113.8%

..................................

$317,206,452

Options

Written

(0.1)%

.......................................................

(350,310)

k

Credit

Facility

(17.9)%

........................................................

(50,000,000)

Other

Assets,

less

Liabilities

4.

2

%

.............................................

11,823,364

Net

Assets

100.0%

...........................................................

$278,679,506

a

a

a

a

Number

of

Contracts

Notional

Amount

#

l

Options

Written

(0.1)%

a

Calls

-

Over-the-Counter

a

Currency

Options

Foreign

Exchange

USD/MXN,

Counterparty

BZWS,

March

Strike

Price

18.32

MXN,

Expires

3/13/24

..

1

7,348,000

(43,046)

Foreign

Exchange

USD/MXN,

Counterparty

BZWS,

March

Strike

Price

19.18

MXN,

Expires

3/13/24

..

1

7,348,000

(18,342)

(61,388)

Puts

-

Over-the-Counter

Currency

Options

Foreign

Exchange

USD/MXN,

Counterparty

BZWS,

March

Strike

Price

17.14

MXN,

Expires

3/13/24

..

1

14,696,000

(288,922)

(288,922)

Total

Options

Written

(Premiums

received

$299,357)

............................

$

(350,310)

Templeton

Emerging

Markets

Income

Fund

Schedule

of

Investments

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

15

At

December

31,

2023,

the

Fund

had

the

following

forward

exchange

contracts

outstanding.

See

Note

1

(

c

). 

#

Notional

amount

is

the

number

of

contracts

multiplied

by

contract

size,

and

may

be

multiplied

by

the

underlying

price.

May

include

currency

units,

bushels,

shares,

pounds,

barrels

or

other

units.

Currency

units

are

stated

in

U.S.

dollars

unless

otherwise

indicated.

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

†

Rounds

to

less

than

0.1%

of

net

assets.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

11

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

8

regarding

restricted

securities.

d

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

may

be

sold

in

transactions

exempt

from

registration

only

to

qualified

institutional

buyers

or

in

a

public

offering

registered

under

the

Securities

Act

of

1933.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

December

31,

2023,

the

aggregate

value

of

these

securities

was

$135,599,371,

representing

48.7%

of

net

assets.

e

Income

may

be

received

in

additional

securities

and/or

cash.

f

See

Note

6

regarding

credit

risk

and

defaulted

securities.

g

A

supranational

organization

is

an

entity

formed

by

two

or

more

central

governments

through

international

treaties.

h

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

i

See

Note

3(c)

regarding

investments

in

affiliated

management

investment

companies.

j

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

k

See

Note

10

regarding

Credit

Facility.

l

See

Note

1(c)

regarding

written

options.

Forward

Exchange

Contracts

Currency

Counter-

party

a

Type

Quantity

Contract

Amount

*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

Chilean

Peso

......

HSBK

Buy

1,845,200,000

2,114,576

1/04/24

$

—

$

(20,145)

Chilean

Peso

......

HSBK

Sell

1,845,200,000

2,123,360

1/04/24

28,929

—

Indian

Rupee

......

HSBK

Buy

1,382,976,200

16,574,102

1/08/24

40,807

—

Chilean

Peso

......

HSBK

Buy

1,845,200,000

2,121,456

1/18/24

—

(26,803)

Chilean

Peso

......

JPHQ

Buy

1,695,700,000

1,943,073

1/31/24

—

(17,943)

Uruguayan

Peso

....

HSBK

Buy

565,240,000

13,986,242

2/01/24

204,071

—

Brazilian

Real

......

JPHQ

Buy

15,260,000

3,111,936

2/02/24

6,710

—

Brazilian

Real

......

MSCO

Buy

44,800,000

9,133,723

2/02/24

21,933

—

Chilean

Peso

......

HSBK

Buy

1,499,500,000

1,715,184

2/05/24

—

(13,037)

Chilean

Peso

......

JPHQ

Buy

2,227,600,000

2,543,561

2/05/24

—

(14,917)

Thai

Baht

.........

HSBK

Buy

498,800,000

13,803,791

2/07/24

737,255

—

Columbian

Peso

....

GSCO

Buy

31,120,000,000

7,682,528

2/08/24

301,184

—

Columbian

Peso

....

JPHQ

Buy

20,699,500,000

5,116,926

2/08/24

193,448

—

Columbian

Peso

....

MSCO

Buy

45,760,000,000

11,285,390

2/08/24

454,155

—

Indian

Rupee

......

HSBK

Buy

356,808,577

4,279,922

2/12/24

241

—

Indian

Rupee

......

CITI

Buy

837,760,460

10,019,860

3/20/24

11,587

—

South

Korean

Won

..

DBAB

Buy

17,292,000,000

13,211,093

3/20/24

202,207

—

South

Korean

Won

..

HSBK

Buy

526,000,000

402,404

3/20/24

5,611

—

Thai

Baht

.........

DBAB

Buy

465,792,000

13,195,241

4/17/24

456,447

—

Total

Forward

Exchange

Contracts

...................................................

$2,664,585

$(92,845)

Net

unrealized

appreciation

(depreciation)

............................................

$2,571,740

*

In

U.S.

dollars

unless

otherwise

indicated.

a

May

be

comprised

of

multiple

contracts

with

the

same

counterparty,

currency

and

settlement

date.

Templeton

Emerging

Markets

Income

Fund

Schedule

of

Investments

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

16

At

December

31,

2023,

the

Fund

had

the

following

interest

rate

swap

contracts

outstanding.

See

Note

1(c).

See

Abbreviations

on

page

33

.

See

Note 

9

regarding

other

derivative

information.

Interest

Rate

Swap

Contracts

Description

Payment

Frequency

Counter-

party

Maturity

Date

Notional

Amount

*

Value

Upfront

Payments

(Receipts)

Unrealized

Appreciation

(Depreciation)

aa

aa

aa

aa

Centrally

Cleared

Swap

Contracts

Receive

Fixed

7.565%

.

At

Maturity

Pay

Floating

1-day

BRL

CDI

..............

At

Maturity

1/02/25

8,093,521

BRL

$

(217,937)

$

—

$

(217,937)

Receive

Fixed

7.62%

..

At

Maturity

Pay

Floating

1-day

BRL

CDI

..............

At

Maturity

1/02/25

7,983,000

BRL

(210,547)

—

(210,547)

Receive

Fixed

7.625%

.

At

Maturity

Pay

Floating

1-day

BRL

CDI

..............

At

Maturity

1/02/25

9,180,972

BRL

(242,960)

—

(242,960)

Receive

Fixed

8.19%

..

At

Maturity

Pay

Floating

1-day

BRL

CDI

..............

At

Maturity

1/04/27

900,000

BRL

(25,001)

—

(25,001)

Receive

Fixed

8.675%

.

Quarterly

Pay

Floating

1-day

IBR

Quarterly

9/25/28

130,500,000,000

COP

1,474,082

—

1,474,082

Receive

Fixed

8.37%

..

At

Maturity

Pay

Floating

1-day

BRL

CDI

..............

At

Maturity

1/02/29

1,443,981

BRL

(50,707)

—

(50,707)

Receive

Fixed

8.405%

.

At

Maturity

Pay

Floating

1-day

BRL

CDI

..............

At

Maturity

1/02/29

2,006,000

BRL

(69,101)

—

(69,101)

Receive

Fixed

8.45%

..

At

Maturity

Pay

Floating

1-day

BRL

CDI

..............

At

Maturity

1/02/29

1,795,371

BRL

(60,598)

—

(60,598)

Receive

Fixed

8.485%

.

At

Maturity

Pay

Floating

1-day

BRL

CDI

..............

At

Maturity

1/02/29

955,784

BRL

(31,765)

—

(31,765)

Total

Interest

Rate

Swap

Contracts

....................................

$565,466

$

—

$565,466

*

In

U.S.

dollars

unless

otherwise

indicated.

Templeton

Emerging

Markets

Income

Fund

Financial

Statements

Statement

of

Assets

and

Liabilities

December

31,

2023

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

17

Templeton

Emerging

Markets

Income

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

...................................................................

$371,554,949

Cost

-

Non-controlled

affiliates

(Note

3c)

........................................................

6,793,498

Value

-

Unaffiliated

issuers

..................................................................

$310,412,954

Value

-

Non-controlled

affiliates

(Note

3c)

.......................................................

6,793,498

Restricted

cash

for

OTC

derivative

contracts

(Note

1

d

)

...............................................

1,300,000

Foreign

currency,

at

value

(cost

$41,380)

.........................................................

42,225

Receivables:

Interest

.................................................................................

8,539,719

Deposits

with

brokers

for:

Centrally

cleared

swap

contracts

............................................................

1,296,243

Variation

margin

on

centrally

cleared

swap

contracts

...............................................

5,855

Unrealized

appreciation

on

OTC

forward

exchange

contracts

..........................................

2,664,585

Total

assets

..........................................................................

331,055,079

Liabilities:

Payables:

Credit

facility

(Note

10)

.....................................................................

50,000,000

Management

fees

.........................................................................

227,963

Trustees'

fees

and

expenses

.................................................................

16

Accrued

interest

(Note

10)

..................................................................

113,772

Deposits

from

brokers

for:

OTC

derivative

contracts

..................................................................

1,300,000

Options

written,

at

value

(premiums

received

$299,357)

..............................................

350,310

Unrealized

depreciation

on

OTC

forward

exchange

contracts

..........................................

92,845

Deferred

tax

...............................................................................

18,219

Accrued

expenses

and

other

liabilities

...........................................................

272,448

Total

liabilities

.........................................................................

52,375,573

Net

assets,

at

value

.................................................................

$278,679,506

Net

assets

consist

of:

Paid-in

capital

.............................................................................

$505,681,237

Total

distributable

earnings

(losses)

.............................................................

(227,001,731)

Net

assets,

at

value

.................................................................

$278,679,506

Shares

outstanding

.........................................................................

47,228,418

Net

asset

value

per

share

....................................................................

$5.90

Templeton

Emerging

Markets

Income

Fund

Financial

Statements

Statement

of

Operations

for

the

year

ended

December

31,

2023

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

18

Templeton

Emerging

Markets

Income

Fund

Investment

income:

Dividends:

Non-controlled

affiliates

(Note

3c)

.............................................................

$539,631

Interest:

(net

of

foreign

taxes

of

$491,024)

Unaffiliated

issuers

........................................................................

26,163,416

Total

investment

income

...................................................................

26,703,047

Expenses:

Management

fees

(Note

3

a

)

...................................................................

2,683,080

Transfer

agent

fees

.........................................................................

58,130

Custodian

fees

.............................................................................

100,628

Reports

to

shareholders

fees

..................................................................

136,974

Registration

and

filing

fees

....................................................................

47,514

Professional

fees

...........................................................................

120,723

Trustees'

fees

and

expenses

..................................................................

35,472

Interest

expense

(Note

10)

...................................................................

2,929,884

Other

....................................................................................

98,634

Total

expenses

.........................................................................

6,211,039

Expenses

waived/paid

by

affiliates

(Note

3c)

...................................................

(41,541)

Net

expenses

.........................................................................

6,169,498

Net

investment

income

................................................................

20,533,549

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

(net

of

foreign

taxes

of

$36,608)

Unaffiliated

issuers

......................................................................

(33,673,018)

Written

options

...........................................................................

55,551

Foreign

currency

transactions

................................................................

(11,745)

Forward

exchange

contracts

.................................................................

15,443,712

Swap

contracts

...........................................................................

3,842,580

Net

realized

gain

(loss)

..................................................................

(14,342,920)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

......................................................................

32,565,922

Translation

of

other

assets

and

liabilities

denominated

in

foreign

currencies

..............................

54,676

Written

options

...........................................................................

(50,953)

Forward

exchange

contracts

.................................................................

(681,729)

Swap

contracts

...........................................................................

(3,235,103)

Change

in

deferred

taxes

on

unrealized

appreciation

...............................................

19,054

Net

change

in

unrealized

appreciation

(depreciation)

............................................

28,671,867

Net

realized

and

unrealized

gain

(loss)

............................................................

14,328,947

Net

increase

(decrease)

in

net

assets

resulting

from

operations

..........................................

$34,862,496

Templeton

Emerging

Markets

Income

Fund

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

19

Templeton

Emerging

Markets

Income

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

.................................................

$20,533,549

$21,304,096

Net

realized

gain

(loss)

.................................................

(14,342,920)

(82,204,431)

Net

change

in

unrealized

appreciation

(depreciation)

...........................

28,671,867

2,900,136

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

34,862,496

(58,000,199)

Distributions

to

shareholders

..............................................

(13,378,046)

—

Distributions

to

shareholders

from

tax

return

of

capital

...........................

(13,435,762)

(31,210,971)

Total

distributions

to

shareholders

..........................................

(26,813,808)

(31,210,971)

Capital

share

transactions

–

repurchase

of

shares

(Note

2)

.......................

(1,699,301)

(2,217,375)

Net

increase

(decrease)

in

net

assets

...................................

6,349,387

(91,428,545)

Net

assets:

Beginning

of

year

.......................................................

272,330,119

363,758,664

End

of

year

...........................................................

$278,679,506

$272,330,119

Templeton

Emerging

Markets

Income

Fund

Financial

Statements

Statement

of

Cash

Flows

for

the

year

ended

December

31,

2023

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

20

Templeton

Emerging

Markets

Income

Fund

Cash

flow

from

operating

activities:

Dividends,

interest

and

other

income

received

.....................................................

$

18,432,472

Operating

expenses

paid

.....................................................................

(3,102,600)

Interest

expense

paid

........................................................................

(2,911,205)

Deposits

from

brokers

for

derivative

contracts

......................................................

997,712

Realized

loss

on

foreign

currency

transactions

.....................................................

(11,745)

Receipts

on

settlement

of

derivative

activities

......................................................

 16,406,097

Purchases

of

long-term

investments

.............................................................

(158,981,995)

Sales

and

maturities

of

long-term

investments

.....................................................

140,217,596

Net

sales

of

short-term

investments

.............................................................

2,985,680

Cash

provided

-

operating

activities

..........................................................

14,032,012

Cash

flow

from

financing

activities:

Proceeds

from

c

redit

f

acility

...................................................................

14,000,000

Payment

of

shares

redeemed

..................................................................

(1,760,052)

Cash

distributions

to

shareholders

..............................................................

(26,813,808)

Cash

used

-

financing

activities

.............................................................

(14,573,860)

Net

increase

(decrease)

in

cash

.................................................................

(541,848)

Cash,

restricted

cash

and

foreign

currency

at

beginning

of

year

..........................................

1,884,073

Cash,

restricted

cash

and

foreign

currency

at

end

of

year

..............................................

$1,342,225

Reconciliation

of

Net

Increase

(Decrease)

in

Net

Assets

resulting

from

Operating

Activities

to

Net

Cash

Provided

by

Operating

Activities

for

the

year

ended

December

31,

2023

Net

increase

(decrease)

in

net

assets

resulting

from

operating

activities

....................................

$

34,862,496

Adjustments

to

reconcile

net

increase

(decrease)

in

net

assets

resulting

from

operating

activities

to

net

cash

provided

by

operating

activities:

Net

amortization

income

..................................................................

(4,716,164)

Reinvested

dividends

from

non-controlled

affiliates

...............................................

(539,631)

Interest

received

in

the

form

of

securities

......................................................

(288,618)

Increase

in

dividends

and

interest

receivable

and

other

assets

......................................

(2,492,220)

Increase

in

interest

payable

................................................................

18,679

Increase

in

deposits

from

brokers

............................................................

997,712

Increase

in

payable

to

affiliates,

accrued

expenses,

and

other

liabilities

...............................

137,014

Decrease

in

payable

for

investments

purchased

.................................................

(506,783)

Decrease

in

receivable

for

investments

sold

....................................................

1,276,815

Increase

in

cost

of

investments

.............................................................

16,835,649

Increase

in

unrealized

appreciation

on

investments.

..............................................

(32,584,976)

Increase

in

call

options

written.

.............................................................

350,310

Decrease

in

unrealized

appreciation

on

forward

currency

contracts

.

..................................

681,729

Net

cash

provided

by

operating

activities

...........................................................

$14,032,012

Templeton

Emerging

Markets

Income

Fund

21

franklintempleton.com

Annual

Report

Notes

to

Financial

Statements

1.

Organization

and

Significant

Accounting

Policies

Templeton

Emerging

Markets

Income

Fund

 (Fund)

is

registered under

the

Investment

Company

Act

of

1940

(1940

Act)

as

a

closed-end

management

investment

company

.

The

Fund

follows

the

accounting

and

reporting

guidance

in

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946,

Financial

Services

–

Investment

Companies

(ASC

946)

and

applies

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP),

including,

but

not

limited

to,

ASC

946.

The

following

summarizes

the 

Fund

's

significant

accounting

policies.

a.

Financial

Instrument

Valuation 

The

Fund's

investments

in

financial

instruments

are

carried

at

fair

value

daily.

Fair

value

is

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

on

the

measurement

date.

The

Fund

calculates

the

net

asset

value

(NAV)

per

share

each business

day as

of

4

p.m.

Eastern

time

or

the

regularly

scheduled

close

of

the

New

York

Stock

Exchange

(NYSE),

whichever

is

earlier.

Under

compliance

policies

and

procedures

approved

by

the

Fund’s

Board

of

Trustees

(the

Board),

the

Board

has

designated

the

Fund’s

investment

manager

as

the

valuation

designee

and

has

responsibility

for

oversight

of

valuation.

The

investment

manager

is

assisted

by

the

Fund’s

administrator

in

performing

this

responsibility,

including

leading

the

cross-

functional

Valuation

Committee

(VC).

The

Fund

may

utilize

independent

pricing

services,

quotations

from

securities

and

financial

instrument

dealers,

and

other

market

sources

to

determine

fair

value. 

Equity

securities

listed

on

an

exchange

or

on

the

NASDAQ

National

Market

System

are

valued

at

the

last

quoted

sale

price

or

the

official

closing

price of

the

day,

respectively.

Foreign

equity

securities

are

valued

as

of

the

close

of

trading

on

the

foreign

stock

exchange

on

which

the

security

is

primarily

traded,

or

as

of

4

p.m.

Eastern

time.

The

value

is

then

converted

into

its

U.S.

dollar

equivalent

at

the

foreign

exchange

rate

in

effect

at

4

p.m.

Eastern

time

on

the

day

that

the

value

of

the

security

is

determined.

Over-the-counter

(OTC)

securities

are

valued

within

the

range

of

the

most

recent

quoted

bid

and

ask

prices.

Securities

that

trade

in

multiple

markets

or

on

multiple

exchanges

are

valued

according

to

the

broadest

and

most

representative

market.

Certain

equity

securities

are

valued

based

upon

fundamental

characteristics

or

relationships

to

similar

securities. 

Debt

securities

generally

trade

in

the OTC

market

rather

than

on

a

securities

exchange.

The

Fund's

pricing

services

use

multiple

valuation

techniques

to

determine

fair

value.

In

instances

where

sufficient

market

activity

exists,

the

pricing

services

may

utilize

a

market-based

approach

through

which

quotes

from

market

makers

are

used

to

determine

fair

value.

In

instances

where

sufficient

market

activity

may

not

exist

or

is

limited,

the

pricing

services

also

utilize

proprietary

valuation

models

which

may

consider

market

characteristics

such

as

benchmark

yield

curves,

credit

spreads,

estimated

default

rates,

anticipated

market

interest

rate

volatility,

coupon

rates,

anticipated

timing

of

principal

repayments,

underlying

collateral,

and

other

unique

security

features

in

order

to

estimate

the

relevant

cash

flows,

which

are

then

discounted

to

calculate

the

fair

value.

Securities

denominated

in

a

foreign

currency

are

converted

into

their

U.S.

dollar

equivalent

at

the

foreign

exchange

rate

in

effect

at

4

p.m.

Eastern

time

on

the

date

that

the

values

of

the

foreign

debt

securities

are

determined.

Investments

in open-end mutual

funds

are

valued

at

the

closing

NAV.

Certain

derivative

financial

instruments

are

centrally

cleared

or

trade

in

the

OTC

market.

The

Fund's

pricing

services

use

various

techniques

including

industry

standard

option

pricing

models

and

proprietary

discounted

cash

flow

models

to

determine

the

fair

value

of

those

instruments.

The

Fund's

net

benefit

or

obligation

under

the

derivative

contract,

as

measured

by

the

fair

value

of

the

contract,

is

included

in

net

assets.

The

Fund

has

procedures

to

determine

the

fair

value

of

financial

instruments

for

which

market

prices

are

not

reliable

or

readily

available.

Under

these

procedures,

the Fund

primarily

employs

a

market-based

approach

which

may

use

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

and

other

relevant

information

for

the

investment

to

determine

the

fair

value

of

the

investment.

An

income-based

valuation

approach

may

also

be

used

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

to

calculate

fair

value.

Discounts

may

also

be

applied

due

to

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

Due

to

the

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

22

franklintempleton.com

Annual

Report

inherent

uncertainty

of

valuations

of

such

investments,

the

fair

values

may

differ

significantly

from

the

values

that

would

have

been

used

had

an

active

market

existed.

Trading

in

securities

on

foreign

securities

stock

exchanges

and

OTC

markets

may

be

completed

before

4

p.m.

Eastern

time.

In

addition,

trading

in

certain

foreign

markets

may

not

take

place

on

every

Fund's

business

day. Events

can occur

between

the

time

at

which

trading

in

a

foreign

security

is

completed

and

4

p.m.

Eastern

time

that

might

call

into

question

the

reliability

of

the

value

of

a

portfolio

security

held

by

the

Fund.

As

a

result,

differences

may

arise

between

the

value

of

the

Fund's

portfolio

securities

as

determined

at

the

foreign

market

close

and

the

latest

indications

of

value

at

4

p.m.

Eastern

time. In

order

to

minimize

the

potential

for

these

differences,

an

independent

pricing

service

may

be

used

to

adjust

the

value

of

the

Fund's

portfolio

securities

to

the

latest

indications

of

fair

value

at

4

p.m.

Eastern

time.

When

the

last

day

of

the

reporting

period

is

a

non-business

day,

certain

foreign

markets

may

be

open

on

those

days

that

the

Fund's

NAV

is

not

calculated,

which

could

result

in

differences

between

the

value

of

the

Fund's

portfolio

securities

on

the

last

business

day

and

the

last

calendar

day

of

the

reporting

period.

Any

security

valuation

changes

due

to

an

open

foreign

market

are

adjusted

and

reflected

by

the

Fund

for

financial

reporting

purposes.

b.

Foreign

Currency

Translation 

Portfolio

securities

and

other

assets

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollars

based

on

the

exchange

rate

of

such

currencies

against

U.S.

dollars

on

the

date

of

valuation.

The

Fund

may

enter

into

foreign

currency

exchange

contracts

to

facilitate

transactions

denominated

in

a

foreign

currency.

Purchases

and

sales

of

securities,

income

and

expense

items

denominated

in

foreign

currencies

are

translated

into

U.S.

dollars

at

the

exchange

rate

in

effect

on

the

transaction

date.

Portfolio

securities

and

assets

and

liabilities

denominated

in

foreign

currencies

contain

risks

that

those

currencies

will

decline

in

value

relative

to

the

U.S.

dollar.

Occasionally,

events

may

impact

the

availability

or

reliability

of

foreign

exchange

rates

used

to

convert

the

U.S.

dollar

equivalent

value.

If

such

an

event

occurs,

the

foreign

exchange

rate

will

be

valued

at

fair

value

using

procedures

established

and

approved

by

the

Board.

The

Fund

does

not

separately

report

the

effect

of

changes

in

foreign

exchange

rates

from

changes

in

market

prices

on

securities

held.

Such

changes

are

included

in

net

realized

and

unrealized

gain

or

loss

from

investments

in

the

Statement of

Operations.

Realized

foreign

exchange

gains

or

losses

arise

from

sales

of

foreign

currencies,

currency

gains

or

losses

realized

between

the

trade

and

settlement

dates

on

securities

transactions

and

the

difference

between

the

recorded

amounts

of

dividends,

interest,

and

foreign

withholding

taxes

and

the

U.S.

dollar

equivalent

of

the

amounts

actually

received

or

paid.

Net

unrealized

foreign

exchange

gains

and

losses

arise

from

changes

in

foreign

exchange

rates

on

foreign

denominated

assets

and

liabilities

other

than

investments

in

securities

held

at

the

end

of

the

reporting

period.

c.

Derivative

Financial

Instruments

The

Fund invested

in

derivative

financial

instruments

in

order

to

manage

risk

or

gain

exposure

to

various

other

investments

or

markets.

Derivatives

are

financial

contracts

based

on

an

underlying

or

notional

amount,

require

no

initial

investment

or

an

initial

net

investment

that

is

smaller

than

would

normally

be

required

to

have

a

similar

response

to

changes

in

market

factors,

and

require

or

permit

net

settlement.

Derivatives

contain

various

risks

including

the

potential

inability

of

the

counterparty

to

fulfill

their

obligations

under

the

terms

of

the

contract,

the

potential

for

an

illiquid

secondary

market,

and/or

the

potential

for

market

movements

which

expose

the

Fund

to

gains

or

losses

in

excess

of

the

amounts

shown

in

the

Statement

of

Assets

and

Liabilities.

Realized

gain

and

loss

and

unrealized

appreciation

and

depreciation

on

these

contracts

for

the

period

are

included

in

the

Statement

of

Operations.

Derivative

counterparty

credit

risk

is

managed

through

a

formal

evaluation

of

the

creditworthiness

of

all

potential

counterparties.

The

Fund

attempts

to

reduce

its

exposure

to

counterparty

credit

risk

on

OTC

derivatives,

whenever

possible,

by

entering

into

International

Swaps

and

Derivatives

Association

(ISDA)

master

agreements

with

certain

counterparties.

These

agreements

contain

various

provisions,

including

but

not

limited

to

collateral

requirements,

events

of

default,

or

early

termination.

1.

Organization

and

Significant

Accounting

Policies

(continued)

a.

Financial

Instrument

Valuation 

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

23

franklintempleton.com

Annual

Report

Termination

events

applicable

to

the

counterparty

include

certain

deteriorations

in

the

credit

quality

of

the

counterparty.

Termination

events

applicable

to

the

Fund

include

failure

of

the

Fund

to

maintain

certain

net

asset

levels

and/or

limit

the

decline

in

net

assets

over

various

periods

of

time.

In

the

event

of

default

or

early

termination,

the

ISDA

master

agreement

gives

the

non-defaulting

party

the

right

to

net

and

close-out

all

transactions

traded,

whether

or

not

arising

under

the

ISDA

agreement,

to

one

net

amount

payable

by

one

counterparty

to

the

other.

However,

absent

an

event

of

default

or

early

termination,

OTC

derivative

assets

and

liabilities

are

presented

gross

and

not

offset

in

the

Statement

of

Assets

and

Liabilities.

Early

termination

by

the

counterparty

may

result

in

an

immediate

payment

by

the

Fund

of

any

net

liability

owed

to

that

counterparty

under

the

ISDA

agreement.

Collateral

requirements

differ

by

type

of

derivative.

Collateral

or

initial

margin

requirements

are

set

by

the

broker

or

exchange

clearing

house

for

exchange

traded

and

centrally

cleared

derivatives.

Initial

margin

deposited

is

held

at

the

exchange

and

can

be

in

the

form

of

cash

and/or

securities.

For

OTC

derivatives

traded

under

an

ISDA

master

agreement,

posting

of

collateral

is

required

by

either

the

Fund

or

the

applicable

counterparty

if

the

total

net

exposure

of

all

OTC

derivatives

with

the

applicable

counterparty

exceeds

the

minimum

transfer

amount,

which

typically

ranges

from

$100,000

to

$250,000,

and

can

vary

depending

on

the

counterparty

and

the

type

of agreement.

Generally,

collateral

is

determined

at

the

close

of

Fund

business

each

day

and

any

additional

collateral

required

due

to

changes

in

derivative

values

may

be

delivered

by

the

Fund

or

the

counterparty

the

next

business

day,

or

within

a

few

business

days.

Collateral

pledged

and/or

received

by

the

Fund

for

OTC

derivatives,

if

any,

is

held

in

segregated

accounts

with

the

Fund's

custodian/counterparty

broker

and

can

be

in

the

form

of

cash

and/or

securities.

Unrestricted

cash

may

be

invested

according

to

the

Fund's

investment

objectives.

To

the

extent

that

the

amounts

due

to

the

Fund

from

its

counterparties

are

not

subject

to

collateralization

or

are

not

fully

collateralized,

the

Fund

bears

the

risk

of

loss

from

counterparty

non-performance.

The

Fund entered

into

OTC

forward

exchange

contracts

primarily

to

manage

and/or

gain

exposure

to

certain

foreign

currencies.

A

forward

exchange

contract

is

an

agreement

between

the

Fund

and

a

counterparty

to

buy

or

sell

a

foreign

currency at

a

specific

exchange

rate

on

a

future

date. 

The

Fund entered

into

interest

rate

swap

contracts

primarily

to

manage

interest

rate

risk.

An

interest

rate

swap

is

an

agreement

between

the

Fund

and

a

counterparty

to

exchange

cash

flows

based

on

the

difference

between

two

interest

rates,

applied

to

a

notional

amount.

These

agreements

may

be

privately

negotiated

in

the

over-the-

counter

market

(OTC

interest

rate

swaps)

or

may

be

executed

on

a

registered

exchange

(centrally

cleared

interest

rate

swaps).

For

centrally

cleared

interest

rate

swaps,

required

initial

margins

are

pledged

by

the

Fund,

and

the

daily

change

in

fair

value

is

accounted

for

as

a

variation

margin

payable

or

receivable

in

the

Statement

of

Assets

and

Liabilities.

Over

the

term

of

the

contract,

contractually

required

payments

to

be

paid

and

to

be

received

are

accrued

daily

and

recorded

as

unrealized

appreciation

or

depreciation

until

the

payments

are

made,

at

which

time

they

are

realized.

The

Fund

purchased

or

wrote

OTC

option

contracts

primarily

to

manage

and/or

gain exposure

to

foreign

exchange

rate

risk.

An

option

is

a

contract

entitling

the

holder

to

purchase

or

sell

a

specific

amount

of

shares

or

units

of

an

asset

or

notional

amount

of

a

swap

(swaption),

at

a

specified

price.

When

an

option

is

purchased

or

written,

an

amount

equal

to

the

premium

paid

or

received

is

recorded

as

an

asset

or

liability,

respectively.

Upon

exercise

of

an

option,

the

acquisition

cost

or

sales

proceeds

of

the

underlying

investment

is

adjusted

by

any

premium

received

or

paid.

Upon

expiration

of

an

option,

any

premium

received

or

paid

is

recorded

as

a

realized

gain

or

loss.

Upon

closing

an

option

other

than

through

expiration

or

exercise,

the

difference

between

the

premium

received

or

paid

and

the

cost

to

close

the

position

is

recorded

as

a

realized

gain

or

loss.

See

Note

9 regarding

other

derivative

information.

d.

Restricted

Cash

At

December

31,

2023, the

Fund

held

restricted

cash

in

connection

with

investments

in

certain

derivative

securities.

Restricted

cash

is

held

in

a

segregated

account

with

the

Fund’s

custodian

and/or

counterparty

broker

and

is

reflected

in

the

Statement

of

Assets

and

Liabilities.

1.

Organization

and

Significant

Accounting

Policies

(continued)

c.

Derivative

Financial

Instruments

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

24

franklintempleton.com

Annual

Report

e.

Income

and

Deferred

Taxes

It

is the Fund's

policy

to

qualify

as

a

regulated

investment

company

under

the

Internal

Revenue

Code. The Fund

intends

to

distribute

to

shareholders

substantially

all

of

its

taxable

income

and

net

realized

gains

to

relieve

it

from

federal

income

and if

applicable,

excise

taxes.

As

a

result,

no

provision

for

U.S.

federal

income

taxes

is

required.

The Fund

may

be

subject

to

foreign

taxation

related

to

income

received,

capital

gains

on

the

sale

of

securities

and

certain

foreign

currency

transactions

in

the

foreign

jurisdictions

in

which

it

invests.

Foreign

taxes,

if

any,

are

recorded

based

on

the

tax

regulations

and

rates

that

exist

in

the

foreign

markets

in

which

the

Fund

invests.

When

a

capital

gain

tax

is

determined

to

apply,

the

Fund

records

an

estimated

deferred

tax

liability

in

an

amount

that

would

be

payable

if

the

securities

were

disposed

of

on

the

valuation

date.

The

Fund

may

recognize

an

income

tax

liability

related

to

its

uncertain

tax

positions

under

U.S.

GAAP

when

the

uncertain

tax

position

has

a

less

than

50%

probability

that

it

will

be

sustained

upon

examination

by

the

tax

authorities

based

on

its

technical

merits.

As

of

December

31,

2023,

the

Fund

has

determined

that

no

tax

liability

is

required

in

its

financial

statements

related

to

uncertain

tax

positions

for

any

open

tax

years

(or

expected

to

be

taken

in

future

tax

years).

Open

tax

years

are

those

that

remain

subject

to

examination

and

are

based

on

the

statute

of

limitations

in

each

jurisdiction

in

which

the

Fund

invests. 

f.

Security

Transactions,

Investment

Income,

Expenses

and

Distributions

Security

transactions

are

accounted

for

on

trade

date.

Realized

gains

and

losses

on

security

transactions

are

determined

on

a

specific

identification

basis.

Interest

income

and

estimated

expenses

are

accrued

daily.

Amortization

of

premium

and

accretion

of

discount

on

debt

securities

are

included

in

interest

income.

Distributions

to shareholders

are

recorded

on

the

ex-dividend

date.

The

Fund

employs

a

managed

distribution

policy

whereby

the

Fund

will

make

monthly

distributions

to

shareholders

at

an

annual

minimum

fixed

rate

of

10%,

based

on

the

average

monthly

NAV

of

the

Fund’s

common

shares.

Effective

January

1,

2024,

the

Board

has

implemented

a

new

managed

distribution

plan

where

the

Fund

will

distribute

a

level

distribution

amount

to

shareholders.

The

Fund

intends

to

distribute

$0.0475

per

share

monthly.

The

Fund's

distribution

level

may

be

changed

by

the

Board

in

the

future.

Under

the

policy,

the

Fund

is

managed

with

a

goal

of

generating

as

much

of

the

distribution

as

possible

from

net

ordinary

income

and

short-

term

capital

gains.

The

balance

of

the

distribution

will

then

come

from

long-term

capital

gains

to

the

extent

permitted

and,

if

necessary,

a

return

of

capital.

Distributable

earnings

are

determined

according

to

income

tax

regulations

(tax

basis)

and

may

differ

from

earnings

recorded

in

accordance

with

U.S.

GAAP.

These

differences

may

be

permanent

or

temporary.

Permanent

differences

are

reclassified

among

capital

accounts

to

reflect

their

tax

character.

These

reclassifications

have

no

impact

on

net

assets

or

the

results

of

operations.

Temporary

differences

are

not

reclassified,

as

they

may

reverse

in

subsequent

periods.

g.

Accounting

Estimates

The

preparation

of

financial

statements

in

accordance

with

U.S.

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

amounts

of

income

and

expenses

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

h.

Guarantees

and

Indemnifications

Under

the

Fund's

organizational

documents,

its

officers

and

trustees

are

indemnified

by

the

Fund

against

certain

liabilities

arising

out

of

the

performance

of

their

duties

to

the

Fund.

Additionally,

in

the

normal

course

of

business,

the

Fund,

enters

into

contracts

with

service

providers

that

contain

general

indemnification

clauses.

The

Fund's

maximum

exposure

under

these

arrangements

is

unknown

as

this

would

involve

future

claims

that

may

be

made

against

the

Fund

that

have

not

yet

occurred.

Currently,

the

Fund

expects

the

risk

of

loss

to

be

remote.

2.

Shares

of

Beneficial

Interest

At

December

31,

2023,

there

were

an

unlimited

number

of

shares

authorized

(without

par

value).

During

the

years ended

December

31,

2023

and

2022,

there

were

no

shares

issued;

all

reinvested

distributions

were

satisfied

with

previously

issued

shares

purchased

in

the

open

market.

1.

Organization

and

Significant

Accounting

Policies

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

25

franklintempleton.com

Annual

Report

Under

the

Board

approved

open-market

share

repurchase

program,

the

Fund

may

purchase,

from

time

to

time,

Fund

shares

in

open-market

transactions,

at

the

discretion

of

management.

Since

the

inception

of

the

program,

the

Fund

has

repurchased

a

total

of

1,380,500

shares.

Transactions

in

the

Fund’s

shares

were

as

follows:

3.

Transactions

with

Affiliates

Franklin

Resources,

Inc.

is

the

holding

company

for

various

subsidiaries

that

together

are

referred

to

as

Franklin

Templeton.

Certain

officers

and

trustees

of

the

Fund

are

also

officers

and/or

directors

of

the

following

subsidiaries:

a.

Management

Fees

Effective

May

1,

2023,

the

Fund

pays

an

investment

management

fee,

calculated

weekly

and

paid

monthly,

to

Advisers

based

on

the

average

weekly

net

assets

of

the

Fund

as

follows:

Prior

to

May

1,

2023,

the

Fund

paid

fees,

calculated

daily

and

paid

monthly,

to

Advisers

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

For

the

year

ended

December

31,

2023,

the

gross

effective

investment

management

fee

rate

was

1.000%

of

the

Fund’s

average

daily

net

assets. 

b.

Administrative

Fees

Under

an

agreement

with

Advisers,

FT

Services

provides

administrative

services

to

the

Fund.

The

fee

is

paid

by

Advisers

based

on

the

Fund's

average

daily

net

assets,

and

is

not

an

additional

expense

of

the

Fund.

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Shares

Amount

Shares

Amount

Shares

repurchased

.............................................

350,309

$1,699,301

419,691

$2,217,375

Weighted

average

discount

of

market

price

to

net

asset

value

of

shares

repurchased

...................................................

12.27%

10.76%

Subsidiary

Affiliation

Franklin

Advisers,

Inc.

(Advisers)

Investment

manager

Franklin

Templeton

Services,

LLC

(FT

Services)

Administrative

manager

Annualized

Fee

Rate

Net

Assets

1.000%

Up

to

and

including

$1

billion

0.950%

Over

$1

billion,

up

to

and

including

$2

billion

0.900%

In

excess

of

$2

billion

Annualized

Fee

Rate

Net

Assets

1.000%

Up

to

and

including

$1

billion

0.980%

Over

$1

billion,

up

to

and

including

$5

billion

0.960%

Over

$5

billion,

up

to

and

including

$10

billion

0.940%

Over

$10

billion,

up

to

and

including

$15

billion

0.920%

Over

$15

billion,

up

to

and

including

$20

billion

0.900%

In

excess

of

$20

billion

2.

Shares

of

Beneficial

Interest

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

26

franklintempleton.com

Annual

Report

c.

Investments

in

Affiliated

Management

Investment

Companies

The

Fund

invests

in

one

or

more

affiliated

management

investment

companies.

As

defined

in

the

1940

Act,

an

investment

is

deemed

to

be

a

“Controlled

Affiliate”

of

a

fund

when

a

fund

owns,

either

directly

or

indirectly,

25%

or

more

of

the

affiliated

fund’s

outstanding

shares

or

has

the

power

to

exercise

control

over

management

or

policies

of

such

fund.

The

Fund

does

not

invest

for

purposes

of

exercising

a

controlling

influence

over

the

management

or

policies.

Management

fees

paid

by

the

Fund

are

waived

on

assets

invested

in

the

affiliated

management

investment

companies,

as

noted

in

the

Statement

of

Operations,

in

an

amount

not

to

exceed

the

management

and

administrative

fees

paid

directly

or

indirectly

by

each

affiliate.

During

the

year

ended

December

31,

2023,

the

Fund

held

investments

in

affiliated

management

investment

companies

as

follows:

4.

Income

Taxes

For

tax

purposes,

capital

losses

may

be

carried

over

to

offset

future

capital

gains.

At

December

31,

2023,

the

capital

loss

carryforwards

were

as

follows:

The

tax

character

of

distributions

paid

during

the

years

ended

December

31,

2023

and

2022,

was

as

follows:

At

December

31,

2023,

the

cost

of

investments

and

net

unrealized

appreciation

(depreciation) for

income

tax

purposes

were

as

follows:

    aa

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

Held

at

End

of

Year

Investment

Income

a      

a  

a  

a  

a  

a  

a  

a  

Templeton

Emerging

Markets

Income

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.034%

$6,444,170

$174,934,349

$(174,585,021)

$—

$—

$6,793,498

6,793,498

$539,631

Total

Affiliated

Securities

...

$6,444,170

$174,934,349

$(174,585,021)

$—

$—

$6,793,498

$539,631

Capital

loss

carryforwards

not

subject

to

expiration:

Short

term

................................................................................

$3,633,034

Long

term

................................................................................

109,917,983

Total

capital

loss

carryforwards

...............................................................

$113,551,017

2023

2022

Distributions

paid

from:

Ordinary

income

..........................................................

$13,378,046

$—

Return

of

capital

...........................................................

13,435,762

31,210,971

$26,813,808

$31,210,971

Cost

of

investments

..........................................................................

$433,342,587

Unrealized

appreciation

........................................................................

$15,753,904

Unrealized

depreciation

........................................................................

(129,103,143)

Net

unrealized

appreciation

(depreciation)

..........................................................

$(113,349,239)

3.

Transactions

with

Affiliates

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

27

franklintempleton.com

Annual

Report

Differences

between

income

and/or

capital

gains

as

determined

on

a

book

basis

and

a

tax

basis

are

primarily

due

to

differing

treatments

of

defaulted

securities,

foreign

currency

transactions,

payments-in-kind,

bond

discounts

and

premiums,

tax

straddles

and

derivative

financial

instruments.

5.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities)

for

the

year

ended

December

31,

2023,

aggregated

$158,475,212

and

$143,242,822,

respectively.

6.

Credit Risk

and

Defaulted

Securities

At

December

31,

2023,

the

Fund

had

54.1%

of

its

portfolio

invested

in

high

yield

or

other

securities

rated

below

investment

grade

and

unrated

securities.

These

securities

may

be

more

sensitive

to

economic

conditions

causing

greater

price

volatility

and

are

potentially

subject

to

a

greater

risk

of

loss

due

to

default

than

higher

rated

securities.

The

Fund

held

defaulted

securities

and/or

other

securities

for

which

the

income

has

been

deemed

uncollectible.

At

December

31,

2023,

the

aggregate

value

of

these

securities

was

$8,626,953,

representing

3.1%

of

the

Fund's

net

assets.

The

Fund

discontinues

accruing

income

on

securities

for

which

income

has

been

deemed

uncollectible

and

provides

an

estimate

for

losses

on

interest

receivable.

The

securities

have

been

identified

in

the

accompanying

Schedule

of

Investments.

7.

Concentration

of

Risk

Investing

in

foreign

securities

may

include

certain

risks

and

considerations

not

typically

associated

with

investing

in

U.S.

securities,

such

as

fluctuating

currency

values

and

changing

local,

regional

and

global

economic,

political

and

social

conditions,

which

may

result

in

greater

market

volatility.

Political

and

financial

uncertainty

in

many

foreign

regions

may

increase

market

volatility

and

the

economic

risk

of

investing

in

foreign

securities.

In

addition,

certain

foreign

securities

may

not

be

as

liquid

as

U.S.

securities.

8.

Restricted

Securities

The

Fund

invests

in

securities

that

are

restricted

under

the

Securities

Act

of

1933

(1933

Act).

Restricted

securities

are

often

purchased

in

private

placement

transactions,

and

cannot

be

sold

without

prior

registration

unless

the

sale

is

pursuant

to

an

exemption

under

the

1933

Act.

Disposal

of

these

securities

may

require

greater

effort

and

expense,

and

prompt

sale

at

an

acceptable

price

may

be

difficult.

The Fund

may

have

registration

rights

for

restricted

securities.

The

issuer

generally

incurs

all

registration

costs.

At

December

31,

2023,

investments

in

restricted

securities,

excluding

securities

exempt

from

registration

under

the

1933

Act,

were

as

follows:

Principal

Amount

*

/

Shares

Issuer

Acquisition

Date

Cost

Value

Templeton

Emerging

Markets

Income

Fund

93,760,463

a

K2016470219

South

Africa

Ltd.,

A

...............

5/10/11

–

2/01/17

$

538,947

$

—

161,018,517

a

K2016470219

South

Africa

Ltd.,

B

...............

5/10/11

–

2/01/17

119,550

—

10,815,840

Reventazon

Finance

Trust,

Senior

Secured

Bond,

144A,

8%,

11/15/33

..............................

12/18/13

10,815,840

10,802,979

Total

Restricted

Securities

(Value

is

3.9%

of

Net

Assets)

..............

$11,474,337

$10,802,979

4.

Income

Taxes

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

28

franklintempleton.com

Annual

Report

9.

Other

Derivative

Information

At

December

31,

2023,

investments

in

derivative

contracts

are

reflected

in

the

Statement of

Assets

and

Liabilities

as

follows:

For

the

year

ended

December

31,

2023,

the

effect

of

derivative

contracts

in

the

Statement

of

Operations

was

as

follows:

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

The

Fund

also

invests

in

unrestricted

securities

of

the

issuer,

valued

at

$0

as

of

December

31,

2023.

Asset

Derivatives

Liability

Derivatives

Derivative

Contracts

Not

Accounted

for

as

Hedging

Instruments

Statement

of

Assets

and

Liabilities

Location

Fair

Value

Statement

of

Assets

and

Liabilities

Location

Fair

Value

Templeton

Emerging

Markets

Income

Fund

Interest

rate

contracts

.......

Variation

margin

on

centrally

cleared

swap

contracts

$

1,474,082

a

Variation

margin

on

centrally

cleared

swap

contracts

$

908,616

a

Foreign

exchange

contracts

..

Investments

in

securities,

at

value

346,649

b

Options

written,

at

value

350,310

Unrealized

appreciation

on

OTC

forward

exchange

contracts

2,664,585

Unrealized

depreciation

on

OTC

forward

exchange

contracts

92,845

Total

....................

$4,485,316

$1,351,771

a

This

amount

reflects

the

cumulative

appreciation

(depreciation)

of

centrally

cleared

swap

contracts

as

reported

in

the

Schedule

of

Investments.

Only

the

variation

margin

receivable/payable

at

year

end

is

separately

reported

within

the

Statement

of

Assets

and

Liabilities.

Prior

variation

margin

movements

were

recorded

to

cash

upon

receipt

or

payment.

b

Purchased

option

contracts

are

included

in

investments

in

securities,

at

value

in

the

Statement

of

Assets

and

Liabilities.

Derivative

Contracts

Not

Accounted

for

as

Hedging

Instruments

Statement

of

Operations

Location

Net

Realized

Gain

(Loss)

for

the

Year

Statement

of

Operations

Location

Net

Change

in

Unrealized

Appreciation

(Depreciation)

for

the

Year

Templeton

Emerging

Markets

Income

Fund

Net

realized

gain

(loss)

from:

Net

change

in

unrealized

  appreciation

(depreciation)

on:

Interest

rate

contracts

..........

Swap

contracts

$3,842,580

Swap

contracts

$(3,235,103)

Foreign

exchange

contracts

.....

Investments

(235,797)

a

Investments

(121,051)

a

Written

options

55,551

Written

options

(50,953)

Forward

exchange

contracts

15,443,712

Forward

exchange

contracts

(681,729)

Total

.......................

$19,106,046

$(4,088,836)

a

Purchased

option

contracts

are

included

in

net

realized

gain

(loss)

from

investments

and

net

change

in

unrealized

appreciation

(depreciation)

on

investments

in

the

Statement

of

Operations.

8.

Restricted

Securities

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

29

franklintempleton.com

Annual

Report

For

the

year

ended

December

31,

2023,

the

average

month

end

notional

amount

of

option

contracts

and

swap

contracts

represented

$15,826,462

and

$29,519,125,

respectively.

The

average

month

end

contract

value

of

forward

exchange

contracts

was

$186,019,569.

At

December

31,

2023,

OTC

derivative

assets

and

liabilities

are

as

follows:

At

December

31,

2023,

OTC

derivative

assets,

which

may

be

offset

against

OTC

derivative

liabilities

and

collateral

received

from

the

counterparty,

are

as

follows:

Gross

Amounts

of

Assets

and

Liabilities

Presented

in

the

Statement

of

Assets

and

Liabilities

Assets

a

Liabilities

a

Templeton

Emerging

Markets

Income

Fund

Forward

exchange

contracts

.............................

$

2,664,585

$

92,845

Options

purchased

.....................................

346,649

—

Options

written

........................................

—

350,310

Total

.............................................

$3,011,234

$443,155

a

Absent

an

event

of

default

or

early

termination,

OTC

derivative

assets

and

liabilities

are

presented

gross

and

not

offset

in

the

Statement

of

Assets

and

Liabilities.

Amounts

Not

Offset

in

the

Statement

of

Assets

and

Liabilities

Gross

Amounts

of

Assets

Presented

in

the

Statement

of

Assets

and

Liabilities

Financial

Instruments

Available

for

Offset

Financial

Instruments

Collateral

Received

a,b

Cash

Collateral

Received

b

Net

Amount

(Not

less

than

zero)

Templeton

Emerging

Markets

Income

Fund

Counterparty

BZWS

...................

$346,649

$(346,649)

$—

$—

$—

CITI

.....................

11,587

—

—

—

11,587

DBAB

...................

658,654

—

(658,654)

—

—

GSCO

...................

301,184

—

—

(301,184)

—

HSBK

...................

1,016,914

(59,985)

—

(956,929)

—

JPHQ

...................

200,158

(32,860)

—

—

167,298

MSCO

...................

476,088

—

(476,088)

—

—

Total

...................

$3,011,234

$(439,494)

$

(1,134,742)

$(1,258,113)

$178,885

$

1

9.

Other

Derivative

Information

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

30

franklintempleton.com

Annual

Report

At

December

31,

2023,

OTC

derivative

liabilities,

which

may

be

offset

against

OTC

derivative

assets

and

collateral

pledged

to

the

counterparty,

are

as

follows:

See

Note

1

(

c

)

regarding

derivative

financial

instruments. 

See

Abbreviations

on

page

33.

10.

Credit

Facility

The

Fund

participates

in

a

senior

secured

revolving

credit

facility

agreement

(Credit

Facility)

with

The

Bank

of

Nova

Scotia

(BNS)

pursuant

to

which

the

Fund

may

borrow

up

to

a

maximum

commitment

amount

of

$65

million

which

matures

on

January

12,

2024.

The

Credit

Facility

provides

a

source

of

funds

to

the

Fund

to

purchase

additional

investments

as

part

of

its

investment

strategy.

Effective

January

12,

2024,

the

Fund

renewed

the

Credit

Facility

for

a

one-year

term,

maturing

on

January

10,

2025.

Under

the

terms

of

the

Credit

Facility,

the

Fund

shall,

in

addition

to

interest

charged

on

any

borrowings

made

by

the

Fund

at

the

applicable

rate,

pay

an

annual

commitment

fee

of

0.25%

based

on

the

unused

portion

of

the

Credit

Facility

or

0.15%

whenever

the

outstanding

borrowings

exceed

75%

of

the

commitment

amount.

As

security

for

the

obligations

of

the

Fund

under

the

Credit

Facility,

the

Fund

has

granted

to

BNS

a

security

interest

in

the

assets

of

the

Fund.

At December

31,

2023,

the

Fund

had

outstanding

borrowings

of

$50,000,000,

which

approximates

fair

value,

and

incurred

interest

expenses

at

a

rate

equal

to

the

term

Secured

Overnight

Financing

Rate

(SOFR)

plus

0.90%.

The

borrowings

are

categorized

as

Level

2

within

the

fair

value

hierarchy.

The

average

borrowings

and

the

average

interest

rate

for

the

days

with

outstanding

borrowings

during

the

year ended

December

31,

2023,

were

$47,276,712

and

6.03%,

respectively.

Amounts

Not

Offset

in

the

Statement

of

Assets

and

Liabilities

Gross

Amounts

of

Liabilities

Presented

in

the

Statement

of

Assets

and

Liabilities

Financial

Instruments

Available

for

Offset

Financial

Instruments

Collateral

Pledged

Cash

Collateral

Pledged

Net

Amount

(Not

less

than

zero)

Templeton

Emerging

Markets

Income

Fund

Counterparty

BZWS

...................

$350,310

$(346,649)

$—

$—

$3,661

CITI

.....................

—

—

—

—

—

DBAB

...................

—

—

—

—

—

GSCO

...................

—

—

—

—

—

HSBK

...................

59,985

(59,985)

—

—

—

JPHQ

...................

32,860

(32,860)

—

—

—

MSCO

...................

—

—

—

—

—

Total

...................

$443,155

$(439,494)

$—

$—

$3,661

a

At

December

31,

2023,

the

Fund

received

U.S.

Treasury

Bonds

and

Notes,

as

collateral

for

derivatives.

b

In

some

instances,

the

collateral

amounts

disclosed

in

the

table

above

were

adjusted

due

to

the

requirement

to

limit

collateral

amounts

to

avoid

the

effect

of

over

collateralization.

Actual

collateral

received

and/or

pledged

may

be

more

than

the

amounts

disclosed

herein.

9.

Other

Derivative

Information

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

31

franklintempleton.com

Annual

Report

11.

Fair

Value

Measurements

The

Fund

follows

a

fair

value

hierarchy

that

distinguishes

between

market

data

obtained

from

independent

sources

(observable

inputs)

and

the Fund's

own

market

assumptions

(unobservable

inputs).

These

inputs

are

used

in

determining

the

value

of

the

Fund's financial

instruments

and

are

summarized

in

the

following

fair

value

hierarchy:

Level

1

–

quoted

prices

in

active

markets

for

identical

financial

instruments

Level

2

–

other

significant

observable

inputs

(including

quoted

prices

for

similar

financial

instruments,

interest

rates,

prepayment

speed,

credit

risk,

etc.)

Level

3

–

significant

unobservable

inputs

(including

the

Fund's

own

assumptions

in

determining

the

fair

value

of

financial

instruments)

The

input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level.

A

summary

of

inputs

used

as

of

December

31,

2023,

in

valuing

the

Fund's

assets

and

liabilities

carried

at

fair

value,

is

as

follows:

Level

1

Level

2

Level

3

Total

Templeton

Emerging

Markets

Income

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

South

Africa

...........................

$

3,262,367

$

—

$

—

a

$

3,262,367

Corporate

Bonds

:

Bermuda

.............................

—

113,558

—

113,558

Costa

Rica

............................

—

—

10,802,979

10,802,979

South

Africa

...........................

—

—

—

a

—

Foreign

Government

and

Agency

Securities

....

—

292,888,272

—

292,888,272

Escrows

and

Litigation

Trusts

...............

—

—

—

a

—

Options

purchased

.......................

—

346,649

—

346,649

Short

Term

Investments

...................

6,793,498

2,999,129

—

9,792,627

Total

Investments

in

Securities

...........

$10,055,865

$296,347,608

$10,802,979

$317,206,452

Other

Financial

Instruments:

Forward

exchange

contracts

...............

$

—

$

2,664,585

$

—

$

2,664,585

Swap

contracts

.........................

—

1,474,082

—

1,474,082

Total

Other

Financial

Instruments

.........

$—

$4,138,667

$—

$4,138,667

Liabilities:

Other

Financial

Instruments:

Options

written

..........................

$

—

$

350,310

$

—

$

350,310

Forward

exchange

contracts

................

$

—

$

92,845

$

—

$

92,845

Swap

contracts

..........................

—

908,616

—

908,616

Total

Other

Financial

Instruments

.........

$—

$1,351,771

$—

$1,351,771

a

Includes

financial

instruments

determined

to

have

no

value.

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

32

franklintempleton.com

Annual

Report

A

reconciliation

in

which

Level

3

inputs

are

used

in

determining

fair

value

is

presented

when

there

are

significant

Level

3

assets

and/or

liabilities

at

the

beginning

and/or

end

of

the

year.

At

December

31,

2023,

the

reconciliation

is

as

follows:

Significant

unobservable

valuation

inputs

for

material

Level

3 assets

and/or

liabilities and

impact

to

fair

value

as

a

result

of

changes

in

unobservable

valuation

inputs

as

of

December

31,

2023,

are

as

follows:

Balance

at

Beginning

of

Year

Purchases

Sales

a

Transfer

Into

Level

3

Transfer

Out

of

Level

3

Net

Accretion

(

Amortiza

-

tion

)

Net

Realized

Gain

(Loss)

Net

Unr

ealized

Appreciation

(Depreciation)

Balance

at

End

of

Year

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Assets

Held

at

Year

End

a

a

a

a

a

a

a

a

a

a

a

Templeton

Emerging

Markets

Income

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

South

Africa

..

$

—

b

$

—

$

—

$

—

$

—

$

—

$

—

$

—

$

—

b

$

—

Corporate

Bonds

:

Costa

Rica

...

10,811,793

—

(653,760)

—

—

—

—

644,946

10,802,979

607,333

South

Africa

..

—

b

—

—

—

—

—

—

—

—

b

—

Escrows

and

Litigation

Trusts

..

—

b

—

—

—

—

—

—

—

—

b

—

Total

Investments

in

Securities

.........

$10,811,793

$—

$(653,760)

$—

$—

$—

$—

$644,946

$10,802,979

$607,333

a

Sales

include

all

sales

of

securities,

maturities,

paydowns

and

securities

tendered

in

corporate

actions.

b

Includes

financial

instruments

determined

to

have

no

value.

Description

Fair

Value

at

End

of

Year

Valuation

Technique

Unobservable

Inputs

Amount

Impact

to

Fair

Value

if

Input

Increases

a

Templeton

Emerging

Markets

Income

Fund

Assets:

Investments

in

Securities:

Corporate

Bonds:

Costa

Rica

............

$10,802,979

Discounted

cash

flow

Discount

rate

b

8.1%

Decrease

All

Other

...................

—

c

Total

.........................

$10,802,979

a

Represents

the

directional

change

in

the

fair

value

of

the

Level

3

financial

instruments

that

would

result

from

a

significant

and

reasonable

increase

in

the

corresponding

input.

A

significant

and

reasonable

decrease

in

the

input

would

have

the

opposite

effect.

Significant

increases

and

decreases

in

these

inputs

in

isolation

could

result

in

significantly

higher

or

lower

fair

value

measurements.

b

The

discount

rate

is

comprised

of

the

risk-free

rate,

the

10-year

Costa

Rican

CDS

spread,

and

an

incremental

issuer

credit

spread

combined

to

arrive

at

an

8%

yield

on

issue

date

for

an

8%

coupon

bond

issued

at

par.

The

incremental

issuer

spread

is

further

adjusted

to

reflect

the

current

market

spread

for

similar

credits

above

the

Costa

Rican

credit

spread.

c

Includes

financial

instruments

determined

to

have

no

value.

11.

Fair

Value

Measurements

(continued)

Templeton

Emerging

Markets

Income

Fund

Notes

to

Financial

Statements

33

franklintempleton.com

Annual

Report

12.

Subsequent

Events

The

Fund

has

evaluated

subsequent

events

through

the

issuance

of

the financial

statements

and

determined

that

no

events

have

occurred

that

require

disclosure

other

than

those

already

disclosed

in

the

financial

statements.

Abbreviations

Counterparty

BZWS

Barclays

Bank

plc

CITI

Citibank

NA

DBAB

Deutsche

Bank

AG

GSCO

Goldman

Sachs

Group,

Inc.

HSBK

HSBC

Bank

plc

JPHQ

JPMorgan

Chase

Bank

NA

MSCO

Morgan

Stanley

The

following

reference

rates,

and

their

values

as

of

period

end,

are

used

for

security

descriptions:

Reference

Index

Reference

Rate

1-day

BRL

CDI

......................

11.65%

1-day

IBR

..........................

12.05%

Selected

Portfolio

CDI

certificado

de

deposito

interbancário

PIK

Payment-In-Kind

Cu

r

rency

BRL

Brazilian

Real

CAD

Canadian

Dollar

COP

Colombian

Peso

EUR

Euro

GHS

Ghanaian

Cedi

HUF

Hungarian

Forint

IDR

Indonesian

Rupiah

INR

Indian

Rupee

MXN

Mexican

Peso

MYR

Malaysian

Ringgit

UZS

Uzbekistani

Som

USD

United

States

Dollar

ZMW

Zambian

Kwacha

Templeton

Emerging

Markets

Income

Fund

Report

of

Independent

Registered

Public

Accounting

Firm

34

franklintempleton.com

Annual

Report

To

the

Board

of

Trustees

and

Shareholders

of

Templeton

Emerging

Markets

Income

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

schedule

of

investments,

of

Templeton

Emerging

Markets

Income

Fund

(the

"Fund")

as

of

December

31,

2023,

the

related

statements

of

operations

and

cash

flows

for

the

year

ended

December

31,

2023,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2023

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2023,

the

results

of

its

operations

and

its

cash

flows

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2023

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2023

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2023

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

PricewaterhouseCoopers

LLP

San

Francisco,

California

February

20,

2024

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

Franklin

Templeton

Group

of

Funds

since

1948.

Templeton

Emerging

Markets

Income

Fund

Tax

Information

(unaudited)

35

franklintempleton.com

Annual

Report

By

mid-February,

tax

information

related

to

a

shareholder's

proportionate

share

of

distributions

paid

during

the

preceding

calendar

year

will

be

received,

if

applicable.

Please

also

refer

to

www.franklintempleton.com

for

per

share

tax

information

related

to

any

distributions

paid

during

the

preceding

calendar

year.

Shareholders

are

advised

to

consult

with

their

tax

advisors

for

further

information

on

the

treatment

of

these

amounts

on

their

tax

returns.

The

following

tax

information

for

the

Fund

is

required

to

be

furnished

to

shareholders

with

respect

to

income

earned

and

distributions

paid

during

its

fiscal

year.

The

Fund

hereby

reports

the

following

amounts,

or

if

subsequently

determined

to

be

different,

the

maximum

allowable

amounts,

for

the

fiscal

year

ended

December

31,

2023:

Note

(1)

-

The

Law

varies

in

each

state

as

to

whether

and

what

percentage

of

dividend

income

attributable

to

Federal

obiligations

is

exempt

from

state

income

tax.

Shareholders

are

advised

to

consult

with

their

tax

advisors

to

determine

if

any

portion

of

the

dividends

received

is

exempt

from

state

income

taxes.

Under

Section

853

of

the

Internal

Revenue

Code,

the

Fund

intends

to

elect

to

pass

through

to

its

shareholders

the

following

amounts,

or

amounts

as

finally

determined,

of

foreign

taxes

paid

and

foreign

source

income

earned

by

the

Fund

during

the

fiscal

year

ended

December

31,

2023:

Pursuant

to:

Amount

Reported

Section

163(j)

Interest

Earned

§163(j)

$22,345,959

Interest

Earned

from

Federal

Obligations

Note

(1)

$32,540

Amount

Reported

Foreign

Taxes

Paid

$491,024

Foreign

Source

Income

Earned

$21,521,881

Templeton

Emerging

Markets

Income

Fund

Important

Information

to

Shareholders

36

franklintempleton.com

Annual

Report

Share

Repurchase

Program

The

Fund’s

Board

previously

authorized

the

Fund

to

repurchase

up

to

10%

of

the

Fund’s

outstanding

shares

in

open-market

transactions,

at

the

discretion

of

management.

This

authorization

remains

in

effect.

In

exercising

its

discretion

consistent

with

its

portfolio

management

responsibilities,

the

investment

manager

will

take

into

account

various

other

factors,

including,

but

not

limited

to,

the

level

of

the

discount,

the

Fund’s

performance,

portfolio

holdings,

dividend

history,

market

conditions,

cash

on

hand,

the

availability

of

other

attractive

investments

and

whether

the

sale

of

certain

portfolio

securities

would

be

undesirable

because

of

liquidity

concerns

or

because

the

sale

might

subject

the

Fund

to

adverse

tax

consequences.

Any

repurchases

would

be

made

on

a

national

securities

exchange

at

the

prevailing

market

price,

subject

to

exchange

requirements,

Federal

securities

laws

and

rules

that

restrict

repurchases,

and

the

terms

of

any

outstanding

leverage

or

borrowing

of

the

Fund.

If

and

when

the

Fund’s

10%

threshold

is

reached,

no

further

repurchases

could

be

completed

until

authorized

by

the

Board.

Until

the

10%

threshold

is

reached,

Fund

management

will

have

the

flexibility

to

commence

share

repurchases

if

and

when

it

is

determined

to

be

appropriate

in

light

of

prevailing

circumstances.

In

the

Notes

to

Financial

Statements

section,

please

see

Note

2

(Shares

of

Beneficial

Interest)

for

additional

information

regarding

shares

repurchased.

Managed

Distribution

Plan

Until

December

31,

2023,

the

Fund

employed

a

managed

distribution

policy

whereby

the

Fund

made

distributions

to

common

shareholders

at

an

annual

minimum

fixed

rate

of

10%,

based

on

the

average

monthly

net

asset

value

(NAV)

of

the

Fund’s

common

shares.

Effective

January

1,

2024,

the

Board

has

implemented

a

new

managed

distribution

plan

where

the

Fund

will

distribute

a

level

distribution

amount

to

shareholders.

The

Fund

intends

to

make

monthly

distributions

to

shareholders

at

the

fixed

rate

of

$0.0475

per

share.

Management

will

generally

distribute

amounts

necessary

to

satisfy

the

Fund’s

plan

and

the

requirements

prescribed

by

excise

tax

rules

and

Subchapter

M

of

the

Internal

Revenue

Code.

The

plan

is

intended

to

provide

shareholders

with

a

consistent

distribution

each

month

and

is

intended

to

narrow

the

discount

between

the

market

price

and

the

NAV

of

the

Fund’s

common

shares,

but

there

is

no

assurance

that

the

plan

will

be

successful

in

doing

so.

Under

the

managed

distribution

plan,

to

the

extent

that

sufficient

investment

income

is

not

available

on

a

monthly

basis,

the

Fund

will

distribute

long-term

capital

gains

and/or

return

of

capital

in

order

to

maintain

its

managed

distribution

rate.

No

conclusions

should

be

drawn

about

the

Fund’s

investment

performance

from

the

amount

of

the

Fund’s

distributions

or

from

the

terms

of

the

Fund’s

managed

distribution

plan.

The

Board

may

amend

the

terms

of

the

plan

or

terminate

the

plan

at

any

time.

The

amendment

or

termination

of

the

plan

could

have

an

adverse

effect

on

the

market

price

of

the

Fund’s

common

shares.

The

plan

will

be

subject

to

the

periodic

review

by

the

Board,

including

a

yearly

review

of

the

annual

minimum

fixed

rate

to

determine

if

an

adjustment

should

be

made.

In

compliance

with

Rule

19a-1

of

the

Investment

Company

Act

of

1940,

shareholders

will

receive

a

notice

that

details

the

source

of

income

for

each

dividend

such

as

net

investment

income,

gain

from

the

sale

of

securities

and

return

of

principal.

However,

determination

of

the

actual

source

of

the

Fund’s

dividend

can

only

be

made

at

year-end.

The

actual

source

amounts

of

all

Fund

dividends

will

be

included

in

the

Fund’s

annual

or

semiannual

reports.

In

addition,

the

tax

treatment

may

differ

from

the

accounting

treatment

used

to

calculate

the

source

of

the

Fund’s

dividends

as

shown

on

shareholders’

statements.

Shareholders

should

refer

to

their

Form

1099-DIV

for

the

character

and

amount

of

distributions

for

income

tax

reporting

purposes.

Since

each

shareholder’s

tax

situation

is

unique,

it

may

be

advisable

to

consult

a

tax

advisor

as

to

the

appropriate

treatment

of

Fund

distributions.

Approval

of

Renewed

Borrowing

Arrangements

On

January

13,

2023,

the

Board

approved

the

renewal

of

the

Fund’s

existing

committed,

senior,

secured

line

of

credit

facility

(“Existing

Credit

Facility”)

with

The

Bank

of

Nova

Scotia

for

an

additional

364-day

term

(“Credit

Facility

Renewal”).

On

January

12,

2024,

the

Fund

renewed

the

Existing

Credit

Facility

with

The

Bank

of

Nova

Scotia

for

an

additional

364-day

term,

until

January

10,

2025.

The

terms

of

the

Credit

Facility

Renewal

are

substantially

the

same

as

the

terms

of

the

Existing

Credit

Facility,

except

that

the

upfront

fee

of

5

bps

of

the

commitment

of

the

Credit

Facility

Renewal

has

been

eliminated.

Templeton

Emerging

Markets

Income

Fund

Important

Information

to

Shareholders

37

franklintempleton.com

Annual

Report

The

purpose

of

the

Credit

Facility

is

to

provide

the

Fund

with

a

source

of

funds

to

purchase

additional

investments

and

pursue

certain

investment

strategies.

Given

the

permanent

capital

structure

and

the

absence

of

daily

liquidity

requirements,

the

Fund’s

closed-end

fund

structure

is

particularly

well-suited

for

leverage.

Information

About

the

Fund’s

Goal

and

Main

Investments,

Principal

Investment

Strategy,

and

Principal

Risks

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

high,

current

income,

with

a

secondary

goal

of

capital

appreciation,

by

investing,

under

normal

market

conditions,

at

least

80%

of

its

net

assets

in

income-

producing

securities

of

sovereign

or

sovereign-related

entities

and

private

sector

companies

in

emerging

market

countries.

For

purposes

of

the

Fund’s

80%

policy,

income-

producing

securities

of

entities

in

emerging

markets

include

derivative

instruments

or

other

investments

that

have

economic

characteristics

similar

to

such

securities.

Principal

Investment

Strategy

Under

normal

market

conditions,

the

Fund

invests

at

least

80%

of

its

net

assets

in

income-producing

securities

of

sovereign

or

sovereign-related

entities

and

private

sector

companies

located

or

operating

in

emerging

market

countries.

"Emerging

market

countries"

are

countries

considered

to

be

emerging

or

frontier

markets

by

the

International

Monetary

Fund

or

the

United

Nations;

countries

included

as

emerging

or

frontier

markets

by

S&P

Dow

Jones,

Morgan

Stanley

Capital

International

or

FTSE

Russell

index

providers;

and

countries

in

the

JPMorgan

Emerging

Markets

Bond

Index

-

Global

(EMBIG),

JPMorgan

Government

Bond

Index

-

Emerging

Markets

Broad

(GBI-

EM

Broad)

or

JPMorgan

Corporate

Emerging

Markets

Bond

Index

Broad

(CEMBI

Broad)

fixed

income

indexes.

Emerging

market

countries

typically

are

located

in

the

Asia

Pacific

region,

Eastern

Europe,

the

Middle

East,

Central

and

South

America

and

Africa.

Private

sector

companies

in

emerging

market

countries

are

(i)

companies

whose

principal

securities

trading

markets

are

in

emerging

market

countries,

as

defined

above,

(ii)

companies

that

derive

50%

or

more

of

their

total

revenue

from

either

goods

or

services

produced

in

such

emerging

market

countries

or

sales

made

in

such

emerging

market

countries,

or

(iii)

companies

organized

under

the

laws

of,

and

with

principal

offices

in,

emerging

market

countries.

Included

among

the

issuers

of

emerging

market

country

debt

securities

in

which

the

Fund

may

invest

are

entities

organized

and

operated

solely

for

the

purpose

of

restructuring

the

investment

characteristics

of

various

securities.

The

Fund

is

permitted

to

invest

in

a

class

of

structured

investments

that

is

either

subordinated

or

unsubordinated

to

the

right

of

payment

of

another

class.

The

investment

manager

allocates

the

Fund's

assets

based

upon

its

assessment

of

changing

market,

political

and

economic

conditions.

It

considers

various

factors,

including

evaluation

of

interest

rates,

currency

exchange

rate

changes

and

credit

risks,

as

well

as

an

assessment

of

the

potential

impacts

of

material

environmental,

social

and

governance

factors

on

the

long-term

risk

and

return

profile

of

a

country.

The

Fund

may

invest

in

securities

denominated

in

currencies

other

than

the

U.S.

dollar,

including

currencies

of

emerging

market

countries.

Securities

denominated

in

currencies

other

than

the

U.S.

dollar

may

include

money

market

securities,

as

well

as

convertible,

dividend-paying

equity

and

equity-linked

securities.

Although

the

Fund

is

permitted

to

engage

in

a

wide

variety

of

investment

practices

designed

to

hedge

against

currency

exchange

rate

risks

with

respect

to

its

holdings

of

non-dollar

denominated

securities,

the

Fund

may

be

limited

in

its

ability

to

hedge

against

these

risks.

In

addition,

to

limit

its

risk

exposure,

the

Fund

will

invest

no

more

than

35%

of

its

total

assets

in

loan

participations

and

loan

assignments.

The

Fund

may

enter

into

repurchase

and

reverse

repurchase

agreements.

The

Fund’s

investments

in

sovereign

or

sovereign-related

debt

obligations

will

consist

of

(i)

bonds,

notes,

bills,

debentures

or

other

fixed

income

or

floating

rate

securities

issued

or

guaranteed

by

governments,

governmental

agencies

or

instrumentalities,

or

government

owned,

controlled

or

sponsored

entities,

including

central

banks,

located

in

emerging

market

countries

(including

participations

in

and

assignments

of

portions

of

loans

between

governments

and

financial

institutions),

including

warrants

for

any

such

obligations,

(ii)

debt

obligations

issued

by

entities

organized

and

operated

for

the

purpose

of

restructuring

the

investment

characteristics

of

instruments

issued

by

any

of

the

entities

described

above,

including

indexed

or

currency

linked

securities,

and

(iii)

debt

obligations

issued

by

supranational

organizations

such

as

the

Asian

Development

Bank,

the

Inter-American

Development

Bank,

and

the

Corporacion

Andina

de

Fomento,

among

others.

Such

obligations

may

be

issued

in

either

registered

or

bearer

form.

Templeton

Emerging

Markets

Income

Fund

Important

Information

to

Shareholders

38

franklintempleton.com

Annual

Report

The

Fund’s

investment

in

debt

obligations

of

private

sector

companies

in

emerging

market

countries

will

take

the

form

of

bond

notes,

bills,

debentures,

convertible

securities,

warrants,

indexed

or

currency-linked

securities,

bank

debt

obligations,

short-term

paper,

loan

participations,

loan

assignments

and

interests

issued

by

entities

organized

and

operated

for

the

purpose

of

restructuring

the

investment

characteristics

of

instruments

issued

by

emerging

market

country

issuers.

Dollar-denominated

emerging

market

country

debt

securities

held

by

the

Fund

will

generally

be

listed

but

not

traded

on

a

securities

exchange,

and

non-dollar-denominated

securities

held

by

the

Fund

may

or

may

not

be

listed

or

traded

on

a

securities

exchange.

The

Fund

will

not

be

subject

to

any

restrictions

on

the

maturities

of

the

emerging

market

country

debt

securities

it

holds:

those

maturities

may

range

from

overnight

to

more

than

30

years.

The

Fund

may

purchase

credit-linked

notes.

Credit-linked

notes

are

intended

to

replicate

the

economic

effects

that

would

apply

had

the

Fund

directly

purchased

the

underlying

reference

asset.

The

Fund

may

invest

without

limitation

in

illiquid

securities,

for

which

there

is

a

limited

trading

market

and

for

which

a

low

trading

volume

of

a

particular

security

may

result

in

abrupt

and

erratic

price

movements.

In

addition,

the

investment

manager

may

engage

in

short-term

trading

in

the

Fund’s

portfolio

when

it

believes

it

is

consistent

with

the

Fund’s

investment

objectives.

As

a

result

of

the

Fund’s

investment

policies,

under

certain

market

conditions,

its

portfolio

turnover

rate

may

be

higher

than

that

of

other

investment

companies.

For

purposes

of

pursuing

its

investment

goals,

the

Fund

regularly

enters

into

various

currency

related

transactions

involving

derivative

instruments,

principally

currency

and

cross

currency

forwards,

but

it

may

also

use

currency

and

currency

index

futures

contracts

and

currency

options.

The

Fund

maintains

extensive

positions

in

currency

related

derivative

instruments

as

a

hedging

technique

or

to

implement

a

currency

investment

strategy,

which

could

expose

a

large

amount

of

the

Fund’s

assets

to

obligations

under

these

instruments.

The

results

of

such

transactions

may

represent,

from

time

to

time,

a

large

component

of

the

Fund’s

investment

returns.

The

use

of

these

derivative

transactions

may

allow

the

Fund

to

obtain

net

long

or

net

negative

(short)

exposure

to

selected

currencies.

The

Fund

also

may

enter

into

various

other

transactions

involving

derivatives

from

time

to

time,

including

interest

rate/bond

futures

contracts

(including

those

on

government

securities)

and

swap

agreements

(which

may

include

credit

default

swaps,

currency

swaps,

currency

volatility

swaps,

currency

variance

swaps

and

interest

rate

swaps).

The

use

of

these

derivative

transactions

may

allow

the

Fund

to

obtain

net

long

or

net

short

exposures

to

selected

interest

rates,

countries,

duration

or

credit

risks,

or

may

be

used

for

hedging

purposes.

The

Fund

may

use

fixed

income

total

return

swaps

in

an

amount

up

to

25%

of

the

Fund’s

net

assets

as

measured

by

notional

value

and

consistent

with

the

Fund’s

investment

goal.

The

Fund

may

enter

into

interest

rate

swap

contracts

to

hedge

the

risk

of

changes

in

interest

rates.

The

Fund

may

use

inflation

index

swaps

to

the

extent

consistent

with

the

Fund’s

investment

goal.

The

Fund

may

invest

in

credit

default

swaps

for

hedging

purposes,

and

also

for

efficient

portfolio

management

and

to

broaden

investment

opportunities.

Generally,

the

Fund

may

purchase

and

write

(sell)

both

put

and

call

options

on

swap

agreements,

commonly

known

as

swaptions,

although

currently

the

Fund

only

intends

to

purchase

options

on

interest

rate

swaps.

The

Fund

may

buy

options

on

interest

rate

swaps

to

help

hedge

the

Fund’s

risk

of

potentially

rising

interest

rates.

The

Fund

may

purchase

and

sell

financial

futures

contracts.

The

Fund

may

also

buy

and

sell

index

futures

contracts

with

respect

to

any

securities

index

traded

on

a

recognized

securities

exchange

or

board

of

trade.

The

Fund

may

write

(i.e.,

sell)

covered

put

and

call

options

and

purchase

put

and

call

options

on

securities

or

securities

indices

that

are

traded

on

United

States

and

foreign

exchanges

or

in

the

over-the-

counter

markets.

The

Fund

may

write

a

call

or

put

option

only

if

the

option

is

"covered.”

The

Fund

may

invest

in

derivatives

in

order

to

manage

risk

or

gain

exposure

to

various

other

investments

or

markets.

The

Fund

may

lend

to

broker-dealers

portfolio

securities

with

an

aggregate

market

value

of

up

to

one-third

of

its

total

assets.

The

Fund

may

purchase

securities

on

a

when-

issued

or

delayed

delivery

basis.

The

Fund

may

invest

in

investment

funds,

other

than

those

for

which

the

investment

manager

serves

as

investment

adviser

or

sponsor,

which

invest

principally

in

securities

in

which

the

Fund

is

authorized

to

invest.

The

Fund

may

invest

in

senior

secured

corporate

loans

that

pay

interest

at

rates

which

are

periodically

reset

by

reference

to

a

base

lending

rate

plus

a

spread.

The

Fund

may

invest

its

uninvested

cash

balances

in

affiliated

Franklin

Templeton

money

market

funds.

Templeton

Emerging

Markets

Income

Fund

Important

Information

to

Shareholders

39

franklintempleton.com

Annual

Report

A

call

option

gives

the

purchaser

of

the

option,

upon

payment

of

a

premium,

the

right

to

buy,

and

the

seller

the

obligation

to

sell,

the

underlying

instrument

at

the

exercise

price.

Conversely,

a

put

option

gives

the

purchaser

of

the

option,

upon

payment

of

a

premium,

the

right

to

sell,

and

the

seller

of

the

option

the

obligation

to

buy,

the

underlying

instrument

at

the

exercise

price.

For

example,

when

the

investment

manager

expects

the

price

of

a

currency

to

decline

in

value,

the

Fund

may

purchase

put

options

that

are

expected

to

increase

in

value

as

the

price

of

the

currency

declines

to

hedge

against

such

anticipated

decline

in

value.

The

Fund

may

invest

in

China

Interbank

bonds

traded

on

the

China

Interbank

Bond

Market

through

the

China

–

Hong

Kong

Bond

Connect

program.

The

Fund

may

invest

in

China

Interbank

bonds

traded

on

the

China

Interbank

Bond

Market

(“CIBM”)

through

the

China

–

Hong

Kong

Bond

Connect

program

(“Bond

Connect”).

In

China,

the

Hong

Kong

Monetary

Authority

Central

Money

Markets

Unit

holds

Bond

Connect

securities

on

behalf

of

ultimate

investors

(such

as

the

Fund)

in

accounts

maintained

with

a

China-based

custodian

(either

the

China

Central

Depository

&

Clearing

Co.

or

the

Shanghai

Clearing

House).

This

recordkeeping

system

subjects

the

Fund

to

various

risks,

including

the

risk

that

the

Fund

may

have

a

limited

ability

to

enforce

rights

as

a

bondholder

and

the

risks

of

settlement

delays

and

counterparty

default

of

the

Hong

Kong

sub-custodian.

In

addition,

enforcing

the

ownership

rights

of

a

beneficial

holder

of

Bond

Connect

securities

is

untested

and

courts

in

China

have

limited

experience

in

applying

the

concept

of

beneficial

ownership.

Bond

Connect

uses

the

trading

infrastructure

of

both

Hong

Kong

and

China

and

is

not

available

on

trading

holidays

in

Hong

Kong.

As

a

result,

prices

of

securities

purchased

through

Bond

Connect

may

fluctuate

at

times

when

a

Fund

is

unable

to

add

to

or

exit

its

position.

Securities

offered

through

Bond

Connect

may

lose

their

eligibility

for

trading

through

the

program

at

any

time.

If

Bond

Connect

securities

lose

their

eligibility

for

trading

through

the

program,

they

may

be

sold

but

can

no

longer

be

purchased

through

Bond

Connect.

Bond

Connect

is

subject

to

regulation

by

both

Hong

Kong

and

China

and

there

can

be

no

assurance

that

further

regulations

will

not

affect

the

availability

of

securities

in

the

program,

the

frequency

of

redemptions

or

other

limitations.

Bond

Connect

trades

are

settled

in

Chinese

currency,

the

renminbi

(“RMB”).

It

cannot

be

guaranteed

that

investors

will

have

timely

access

to

a

reliable

supply

of

RMB

in

Hong

Kong.

Bond

Connect

is

relatively

new

and

its

effects

on

the

Chinese

interbank

bond

market

are

uncertain.

In

addition,

the

trading,

settlement

and

information

technology

systems

required

for

non-Chinese

investors

in

Bond

Connect

are

relatively

new.

In

the

event

of

systems

malfunctions,

trading

via

Bond

Connect

could

be

disrupted.

In

addition,

the

Bond

Connect

program

may

be

subject

to

further

interpretation

and

guidance.

There

can

be

no

assurance

as

to

the

program’s

continued

existence

or

whether

future

developments

regarding

the

program

may

restrict

or

adversely

affect

the

Fund’s

investments

or

returns.

Finally,

uncertainties

in

China

tax

rules

governing

taxation

of

income

and

gains

from

investments

via

Bond

Connect

could

result

in

unexpected

tax

liabilities

for

a

Fund.

The

Fund

is

a

“non-diversified”

fund,

which

means

it

generally

invests

a

greater

portion

of

its

assets

in

the

securities

of

one

or

more

issuers

and

invests

overall

in

a

smaller

number

of

issuers

than

a

diversified

fund.

In

addition,

for

temporary

defensive

purposes,

the

Fund

may

invest

less

than

80%

of

its

assets

in

emerging

market

country

debt

obligations.

Principal

Investment

Risks

You

could

lose

money

by

investing

in

the

Fund.

Closed-end

fund

shares

are

not

deposits

or

obligations

of,

or

guaranteed

or

endorsed

by,

any

bank,

and

are

not

insured

by

the

Federal

Deposit

Insurance

Corporation,

the

Federal

Reserve

Board,

or

any

other

agency

of

the

U.S.

government.

Currency

Management

Strategies

Currency

management

strategies

may

substantially

change

the

Fund’s

exposure

to

currency

exchange

rates

and

could

result

in

losses

to

the

Fund

if

currencies

do

not

perform

as

the

investment

manager

expects.

In

addition,

currency

management

strategies,

to

the

extent

that

they

reduce

the

Fund’s

exposure

to

currency

risks,

may

also

reduce

the

Fund’s

ability

to

benefit

from

favorable

changes

in

currency

exchange

rates.

Using

currency

management

strategies

for

purposes

other

than

hedging

further

increases

the

Fund’s

exposure

to

foreign

investment

losses.

Currency

markets

generally

are

not

as

regulated

as

securities

markets.

In

addition,

currency

rates

may

fluctuate

significantly

over

short

periods

of

time,

and

can

reduce

returns.

Templeton

Emerging

Markets

Income

Fund

Important

Information

to

Shareholders

40

franklintempleton.com

Annual

Report

Foreign

Securities

(non-U.S.)

Investing

in

foreign

securities

typically

involves

more

risks

than

investing

in

U.S.

securities,

and

includes

risks

associated

with:

(i)

internal

and

external

political

and

economic

developments

–

e.g.,

the

political,

economic

and

social

policies

and

structures

of

some

foreign

countries

may

be

less

stable

and

more

volatile

than

those

in

the

U.S.

or

some

foreign

countries

may

be

subject

to

trading

restrictions

or

economic

sanctions;

diplomatic

and

political

developments

could

affect

the

economies,

industries,

and

securities

and

currency

markets

of

the

countries

in

which

the

Fund

is

invested,

which

can

include

rapid

and

adverse

political

changes;

social

instability;

regional

conflicts;

sanctions

imposed

by

the

United

States,

other

nations

or

other

governmental

entities,

including

supranational

entities;

terrorism;

and

war;

(ii)

trading

practices

–

e.g.,

there

may

be

less

government

supervision

and

regulation

of

foreign

securities

and

currency

markets,

trading

systems

and

brokers

than

in

the

U.S.;

(iii)

availability

of

information

–

e.g.,

foreign

issuers

may

not

be

subject

to

the

same

disclosure,

accounting

and

financial

reporting

standards

and

practices

as

U.S.

issuers;

(iv)

limited

markets

–

e.g.,

the

securities

of

certain

foreign

issuers

may

be

less

liquid

(harder

to

sell)

and

more

volatile;

and

(v)

currency

exchange

rate

fluctuations

and

policies

–

e.g.,

fluctuations

may

negatively

affect

investments

denominated

in

foreign

currencies

and

any

income

received

or

expenses

paid

by

the

Fund

in

that

foreign

currency.

The

risks

of

foreign

investments

may

be

greater

in

developing

or

emerging

market

countries.

There

are

special

risks

associated

with

investments

in

China,

Hong

Kong

and

Taiwan,

including

exposure

to

currency

fluctuations,

less

liquidity,

expropriation,

confiscatory

taxation,

nationalization

and

exchange

control

regulations

(including

currency

blockage).

Inflation

and

rapid

fluctuations

in

inflation

and

interest

rates

have

had,

and

may

continue

to

have,

negative

effects

on

the

economy

and

securities

markets

of

China,

Hong

Kong

and

Taiwan.

In

addition,

investments

in

Taiwan

and

Hong

Kong

could

be

adversely

affected

by

their

respective

political

and

economic

relationship

with

China.

China,

Hong

Kong

and

Taiwan

are

deemed

by

the

investment

manager

to

be

emerging

markets

countries,

which

means

an

investment

in

these

countries

has

more

heightened

risks

than

general

foreign

investing

due

to

a

lack

of

established

legal,

political,

business

and

social

frameworks

in

these

countries

to

support

securities

markets

as

well

as

the

possibility

for

more

widespread

corruption

and

fraud.

In

addition,

the

standards

for

environmental,

social

and

corporate

governance

matters

in

China,

Hong

Kong

and

Taiwan

tend

to

be

lower

than

such

standards

in

more

developed

economies.

There

may

be

significant

obstacles

to

obtaining

information

necessary

for

investigations

into

or

litigation

against

companies

located

in

or

operating

in

China

and

shareholders

may

have

limited

legal

remedies.

Trade

disputes

and

the

imposition

of

tariffs

on

goods

and

services

can

affect

the

economies

of

countries

in

which

the

Fund

invests,

particularly

those

countries

with

large

export

sectors,

as

well

as

the

global

economy.

Trade

disputes

can

result

in

increased

costs

of

production

and

reduced

profitability

for

non-export-dependent

companies

that

rely

on

imports

to

the

extent

a

country

engages

in

retaliatory

tariffs.

Trade

disputes

may

also

lead

to

increased

currency

exchange

rate

volatility.

Emerging

Market

Countries

The

Fund’s

investments

in

securities

of

issuers

in

emerging

market

countries

are

subject

to

all

of

the

risks

of

foreign

investing

generally,

and

have

additional

heightened

risks

due

to

a

lack

of

established

legal,

political,

business

and

social

frameworks

to

support

securities

markets,

including:

delays

in

settling

portfolio

securities

transactions;

currency

and

capital

controls;

greater

sensitivity

to

interest

rate

changes;

pervasiveness

of

corruption

and

crime;

currency

exchange

rate

volatility;

and

inflation,

deflation

or

currency

devaluation.

The

risks

of

investing

in

traditional

emerging

markets

are

magnified

in

frontier

markets

countries

(which

are

a

subset

of

emerging

markets

countries)

because

they

generally

have

smaller

economies

and

less

developed

capital

markets

than

in

traditional

emerging

markets.

Frontier

Market

Countries

Frontier

market

countries,

which

are

a

subset

of

emerging

market

countries,

generally

have

smaller

economies

and

even

less

developed

capital

markets

than

traditional

emerging

markets,

and,

as

a

result,

the

risks

of

investing

in

emerging

market

countries

are

magnified

in

frontier

market

countries.

The

magnification

of

risks

is

the

result

of:

potential

for

extreme

price

volatility

and

illiquidity

in

frontier

markets;

government

ownership

or

control

of

parts

of

private

sector

and

of

certain

companies;

trade

barriers,

exchange

controls,

managed

adjustments

in

relative

currency

values

and

other

protectionist

measures

imposed

or

negotiated

by

the

Templeton

Emerging

Markets

Income

Fund

Important

Information

to

Shareholders

41

franklintempleton.com

Annual

Report

countries

with

which

frontier

market

countries

trade;

and

the

relatively

new

and

unsettled

securities

laws

in

many

frontier

market

countries.

Interest

Rate

When

interest

rates

rise,

debt

security

prices

generally

fall.

The

opposite

is

also

generally

true:

debt

security

prices

rise

when

interest

rates

fall.

Interest

rate

changes

are

influenced

by

a

number

of

factors,

including

government

policy,

monetary

policy,

inflation

expectations,

perceptions

of

risk,

and

supply

of

and

demand

for

bonds.

In

general,

securities

with

longer

maturities

or

durations

are

more

sensitive

to

interest

rate

changes.

Market

The

market

values

of

securities

or

other

investments

owned

by

the

Fund

will

go

up

or

down,

sometimes

rapidly

or

unpredictably.

The

market

value

of

a

security

or

other

investment

may

be

reduced

by

market

activity

or

other

results

of

supply

and

demand

unrelated

to

the

issuer.

This

is

a

basic

risk

associated

with

all

investments.

When

there

are

more

sellers

than

buyers,

prices

tend

to

fall.

Likewise,

when

there

are

more

buyers

than

sellers,

prices

tend

to

rise.

Stock

prices

tend

to

go

up

and

down

more

dramatically

than

those

of

debt

securities.

A

slower-growth

or

recessionary

economic

environment

could

have

an

adverse

effect

on

the

prices

of

the

various

stocks

held

by

the

Fund.

Sovereign

Debt

Securities

Sovereign

debt

securities

are

subject

to

various

risks

in

addition

to

those

relating

to

debt

securities

and

foreign

investments

generally,

including,

but

not

limited

to,

the

risk

that

a

governmental

entity

may

be

unwilling

or

unable

to

pay

interest

and

repay

principal

on

its

sovereign

debt,

or

otherwise

meet

its

obligations

when

due

because

of

cash

flow

problems,

insufficient

foreign

reserves,

the

relative

size

of

the

debt

service

burden

to

the

economy

as

a

whole,

the

government’s

policy

towards

principal

international

lenders

such

as

the

International

Monetary

Fund,

or

the

political

considerations

to

which

the

government

may

be

subject.

If

a

sovereign

debtor

defaults

(or

threatens

to

default)

on

its

sovereign

debt

obligations,

the

indebtedness

may

be

restructured.

Some

sovereign

debtors

have

in

the

past

been

able

to

restructure

their

debt

payments

without

the

approval

of

some

or

all

debt

holders

or

to

declare

moratoria

on

payments.

In

the

event

of

a

default

on

sovereign

debt,

the

Fund

may

also

have

limited

legal

recourse

against

the

defaulting

government

entity.

Credit

An

issuer

of

debt

securities

may

fail

to

make

interest

payments

or

repay

principal

when

due,

in

whole

or

in

part.

Changes

in

an

issuer’s

financial

strength

or

in

a

security’s

or

government’s

credit

rating

may

affect

a

security’s

value.

Derivative

Instruments

The

performance

of

derivative

instruments

depends

largely

on

the

performance

of

an

underlying

instrument,

such

as

a

currency,

security,

interest

rate

or

index,

and

such

instruments

often

have

risks

similar

to

the

underlying

instrument,

in

addition

to

other

risks.

Derivatives

involve

costs

and

can

create

economic

leverage

in

the

Fund’s

portfolio,

which

may

result

in

significant

volatility

and

cause

the

Fund

to

participate

in

losses

(as

well

as

gains)

in

an

amount

that

significantly

exceeds

the

Fund’s

initial

investment.

Certain

derivatives

have

the

potential

for

unlimited

loss,

regardless

of

the

size

of

the

initial

investment.

Other

risks

include

illiquidity,

mispricing

or

improper

valuation

of

the

derivative

instrument,

and

imperfect

correlation

between

the

value

of

the

derivative

and

the

underlying

instrument

so

that

the

Fund

may

not

realize

the

intended

benefits.

The

successful

use

of

derivatives

will

usually

depend

on

the

investment

manager’s

ability

to

accurately

forecast

movements

in

the

market

relating

to

the

underlying

instrument.

Should

a

market

or

markets,

or

prices

of

particular

classes

of

investments

move

in

an

unexpected

manner,

especially

in

unusual

or

extreme

market

conditions,

the

Fund

may

not

achieve

the

anticipated

benefits

of

the

transaction,

and

it

may

realize

losses,

which

could

be

significant.

If

the

investment

manager

is

not

successful

in

using

such

derivative

instruments,

the

Fund’s

performance

may

be

worse

than

if

the

investment

manager

did

not

use

such

derivative

instruments

at

all.

When

a

derivative

is

used

for

hedging,

the

change

in

value

of

the

derivative

may

also

not

correlate

specifically

with

the

currency,

security,

interest

rate,

index

or

other

risk

being

hedged.

Derivatives

also

may

present

the

risk

that

the

other

party

to

the

transaction

will

fail

to

perform.

There

is

also

the

risk,

especially

under

extreme

market

conditions,

that

an

instrument,

which

usually

would

operate

as

a

hedge,

provides

no

hedging

benefits

at

all.

Templeton

Emerging

Markets

Income

Fund

Important

Information

to

Shareholders

42

franklintempleton.com

Annual

Report

Leverage

The

Fund

employs

leverage

through

the

use

of

a

senior

secured

revolving

credit

facility

which

provides

the

Fund

with

a

continuing

source

of

funds

to

purchase

additional

investments

in

the

ordinary

course

of

business

and

pursue

certain

investment

strategies.

The

Fund’s

use

of

leverage

creates

the

opportunity

for

increased

returns

in

the

Fund,

but

it

also

creates

special

risks.

To

the

extent

used,

there

is

no

assurance

that

the

Fund’s

leveraging

strategies

will

be

successful.

Leverage

is

a

speculative

technique

that

may

expose

the

Fund

to

greater

risk

and

increased

costs.

Leverage

tends

to

magnify,

sometimes

significantly,

the

effect

of

any

increase

or

decrease

in

the

Fund’s

exposure

to

an

asset

or

class

of

assets

and

may

cause

the

Fund’s

NAV

per

share

to

be

volatile.

Non-Diversification

Because

the

Fund

is

non-diversified,

it

may

be

more

sensitive

to

economic,

business,

political

or

other

changes

affecting

individual

issuers

or

investments

than

a

diversified

fund,

which

may

result

in

greater

fluctuation

in

the

value

of

the

Fund’s

shares

and

greater

risk

of

loss.

Focus

To

the

extent

that

the

Fund

focuses

on

particular

countries,

regions,

industries,

sectors

or

types

of

investment

from

time

to

time,

the

Fund

may

be

subject

to

greater

risks

of

adverse

developments

in

such

areas

of

focus

than

a

fund

that

invests

in

a

wider

variety

of

countries,

regions,

industries,

sectors

or

investments.

Please

see

the

Performance

Summary

section

of

this

report

for

additional

risk

disclosure.

The

following

information

is

a

summary

of

material

changes

since

the

last

fiscal

year.

This

information

may

not

reflect

all

of

the

changes

that

have

occurred

since

you

purchased

the

Fund.

There

have

not

been

any

material

changes

during

the

last

fiscal

year.

Templeton

Emerging

Markets

Income

Fund

Annual

Meeting

of

Shareholders

May

25,

2023

(unaudited)

43

franklintempleton.com

Annual

Report

The

Annual

Meeting

of

Shareholders

of

Templeton

Emerging

Markets

Income

Fund

(the

“Fund”)

was

held

at

the

Fund’s

offices,

300

S.E.

2nd

Street,

Fort

Lauderdale,

Florida,

on

May

25,

2023.

The

purpose

of

the

meeting

was

to

elect

five

Trustees

of

the

Fund

and

to

ratify

the

selection

of

PricewaterhouseCoopers

LLP

as

the

independent

registered

public

accounting

firm

for

the

Fund

for

the

fiscal

year

ending

December

31,

2023.

At

the

meeting,

the

following

persons

were

elected

by

the

shareholders

to

serve

as

Trustees

of

the

Fund:

Harris

J.

Ashton,

Terrence

J.

Checki,

Edith

E.

Holiday,

J.

Michael

Luttig

and

Constantine

D.

Tseretopoulos.*

Shareholders

also

ratified

the

selection

of

PricewaterhouseCoopers

LLP

as

the

independent

registered

public

accounting

firm

for

the

Fund

for

the

fiscal

year

ending

December

31,

2023.

No

other

business

was

transacted

at

the

meeting

with

respect

to

the

Fund.

The

results

of

the

voting

at

the

Annual

Meeting

are

as

follows:

1.

Election

of

five

Trustees:

The

Fund

is

not

aware

of

broker

non-votes

received

with

respect

to

this

item.

2.

Ratification

of

the

selection

of

PricewaterhouseCoopers

LLP

as

the

independent

registered

public

accounting

firm

for

the

Fund

for

the

fiscal

year

ending

December

31,

2023:

The

Fund

is

not

aware

of

broker

non-votes

received

with

respect

to

this

item.

*

Ann

Torre

Bates,

Mary

C.

Choksi,

Rupert

H.

Johnson,

Jr.,

Gregory

E.

Johnson,

David

W.

Niemiec

and

Larry

D.

Thompson

are

Trustees

of

the

Fund

who

are

currently

serving

and

whose

terms

of

office

continued

after

the

Annual

Meeting

of

Shareholders

.

Term

Expiring

2026

For

%

of

Outstanding

Shares

%

of

Shares

Present

Withheld

%

of

Outstanding

Shares

%

of

Shares

Present

Harris

J.

Ashton

..............

Edith

E.

Holiday

.............

J.

Michael

Luttig

.............

Constantine

D.

Tseretopoulos

...

35,544,456

35,238,446

35,138,524

35,556,275

74.71%

74.06%

73.85%

74.73%

95.66%

94.84%

94.57%

95.69%

1,613,137

1,919,147

2,019,069

1,601,318

3.39%

4.03%

4.24%

3.37%

4.34%

5.16%

5.43%

4.31%

Term

Expiring

2024

Terrence

J.

Checki

...........

35,679,588

74.99%

96.02%

1,478,005

3.11%

3.98%

Shares

Voted

%

of

Outstanding

Shares

%

of

Shares

Present

For

.......................

Against

....................

Abstain

....................

36,383,854

488,742

284,997

76.47%

1.03%

0.60%

97.92%

1.32%

0.77%

Templeton

Emerging

Markets

Income

Fund

Dividend

Reinvestment

and

Cash

Purchase

Plan

44

franklintempleton.com

Annual

Report

The

Fund

offers

a

Dividend

Reinvestment

and

Cash

Purchase

Plan

(the

“Plan”)

with

the

following

features:

If

shares

of

the

Fund

are

held

in

the

shareholder’s

name,

the

shareholder

will

automatically

be

a

participant

in

the

Plan

unless

the

shareholder

elects

to

withdraw.

If

the

shares

are

registered

in

the

name

of

a

broker-dealer

or

other

nominee

(i.e.,

in

“street

name”),

the

broker-dealer

or

nominee

will

elect

to

participate

in

the

Plan

on

the

shareholder’s

behalf

unless

the

shareholder

instructs

them

otherwise,

or

unless

the

reinvestment

service

is

not

provided

by

the

broker-dealer

or

nominee.

To

receive

dividends

or

distributions

in

cash,

the

shareholder

must

notify

Equiniti

Trust

Company,

LLC

(the

“Plan

Administrator”)

at

P.O.

Box

922,

Wall

Street

Station,

New

York,

NY

10269-0560

or

the

institution

in

whose

name

the

shares

are

held.

The

Plan

Administrator

must

receive

written

notice

ten

business

days

before

the

record

date

for

the

distribution.

Whenever

the

Fund

declares

dividends

in

either

cash

or

shares

of

the

Fund,

if

the

market

price

is

equal

to

or

exceeds

net

asset

value

at

the

valuation

date,

the

participant

will

receive

the

dividends

entirely

in

new

shares

at

a

price

equal

to

the

net

asset

value,

but

not

less

than

95%

of

the

then

current

market

price

of

the

Fund’s

shares.

If

the

market

price

is

lower

than

net

asset

value

or

if

dividends

and/or

capital

gains

distributions

are

payable

only

in

cash,

the

participant

will

receive

shares

purchased

on

the

New

York

Stock

Exchange

or

otherwise

on

the

open

market.

A

participant

has

the

option

of

submitting

additional

cash

payments

to

the

Plan

Administrator,

in

any

amounts

of

at

least

$100,

up

to

a

maximum

of

$5,000

per

month,

for

the

purchase

of

Fund

shares

for

his

or

her

account.

These

payments

can

be

made

by

check

payable

to

Equiniti

Trust

Company,

LLC

and

sent

to

Equiniti

Trust

Company,

LLC,

P.O.

Box

922,

Wall

Street

Station,

New

York,

NY

10269-0560,

Attention:

Templeton

Emerging

Markets

Income

Fund.

The

Plan

Administrator

will

apply

such

payments

(less

a

$5.00

service

charge

and

less

a

pro

rata

share

of

trading

fees)

to

purchases

of

the

Fund’s

shares

on

the

open

market.

The

automatic

reinvestment

of

dividends

and/or

capital

gains

does

not

relieve

the

participant

of

any

income

tax

that

may

be

payable

on

dividends

or

distributions.

Whenever

shares

are

purchased

on

the

New

York

Stock

Exchange

or

otherwise

on

the

open

market,

each

participant

will

pay

a

pro

rata

portion

of

trading

fees.

Trading

fees

will

be

deducted

from

amounts

to

be

invested.

The

Plan

Administrator’s

fee

for

a

sale

of

shares

through

the

Plan

is

$15.00

per

transaction

plus

a

$0.12

per

share

trading

fee.

A

participant

may

withdraw

from

the

Plan

without

penalty

at

any

time

by

written

notice

to

the

Plan

Administrator

sent

to

Equiniti

Trust

Company,

LLC,

P.O.

Box

922,

Wall

Street

Station,

New

York,

NY

10269-0560.

Upon

withdrawal,

the

participant

will

receive,

without

charge,

share

certificates

issued

in

the

participant’s

name

for

all

full

shares

held

by

the

Plan

Administrator;

or,

if

the

participant

wishes,

the

Plan

Administrator

will

sell

the

participant’s

shares

and

send

the

proceeds

to

the

participant,

less

a

service

charge

of

$15.00

and

less

trading

fees

of

$0.12

per

share.

The

Plan

Administrator

will

convert

any

fractional

shares

held

at

the

time

of

withdrawal

to

cash

at

current

market

price

and

send

a

check

to

the

participant

for

the

net

proceeds.

For

more

information,

please

see

the

Plan’s

Terms

and

Conditions

located

at

the

back

of

this

report.

Templeton

Emerging

Markets

Income

Fund

Dividend

Reinvestment

and

Cash

Purchase

Plan

45

franklintempleton.com

Annual

Report

Transfer

Agent

Equiniti

Trust

Company,

LLC

P.O.

Box

922,

Wall

Street

Station,

New

York,

NY

10269-056

(800)

416-5585

www.equiniti.com

Direct

Deposit

Service

for

Registered

Shareholders

Cash

distributions

can

now

be

electronically

credited

to

a

checking

or

savings

account

at

any

financial

institution

that

participates

in

the

Automated

Clearing

House

(“ACH”)

system.

The

Direct

Deposit

service

is

provided

for

registered

shareholders

at

no

charge.

To

enroll

in

the

service,

access

your

account

online

by

going

to

www.equiniti.com

or

dial

(800)

416-

5585

(toll

free)

and

follow

the

instructions.

Direct

Deposit

will

begin

with

the

next

scheduled

distribution

payment

date

following

enrollment

in

the

service.

Direct

Registration

If

you

are

a

registered

shareholder

of

the

Fund,

purchases

of

shares

of

the

Fund

can

be

electronically

credited

to

your

Fund

account

at

Equiniti

Trust

Company,

LLC

through

Direct

Registration.

This

service

provides

shareholders

with

a

convenient

way

to

keep

track

of

shares

through

book

entry

transactions,

electronically

move

book-entry

shares

between

broker-dealers,

transfer

agents

and

DRS

eligible

issuers,

and

eliminate

the

possibility

of

lost

certificates.

For

additional

information,

please

contact

Equiniti

Trust

Company,

LLC

at

(800)

416-5585.

Shareholder

Information

Shares

of

Templeton

Emerging

Markets

Income

Fund

are

traded

on

the

New

York

Stock

Exchange

under

the

symbol

“TEI.”

Information

about

the

net

asset

value

and

the

market

price

is

available

at

franklintempleton.com.

For

current

information

about

dividends

and

shareholder

accounts,

call

(800)

416-5585.

Registered

shareholders

can

access

their

Fund

account

on-line.

For

information

go

to

Equiniti

Trust

Company,

LLC’s

web

site

at

www.equiniti.com

and

follow

the

instructions.

The

daily

closing

net

asset

value

as

of

the

previous

business

day

may

be

obtained

when

available

by

calling

Franklin

Templeton

Fund

Information

after

7

a.m.

Pacific

time

any

business

day

at

(800)

DIAL

BEN/342-5236.

The

Fund’s

net

asset

value

and

dividends

are

also

listed

on

the

NASDAQ

Stock

Market,

Inc.’s

Mutual

Fund

Quotation

Service

(“NASDAQ

MFQS”).

Shareholders

not

receiving

copies

of

reports

to

shareholders

because

their

shares

are

registered

in

the

name

of

a

broker

or

a

custodian

can

request

that

they

be

added

to

the

Fund’s

mailing

list,

by

writing

Templeton

Emerging

Markets

Income

Fund,

100

Fountain

Parkway,

P.O.

Box

33030,

St.

Petersburg,

FL,

33733-8030.

Templeton

Emerging

Markets

Income

Fund

Board

Members

and

Officers

46

franklintempleton.com

Annual

Report

The

name,

year

of

birth

and

address

of

the

officers

and

board

members,

as

well

as

their

affiliations,

positions

held

with

the

Trust,

principal

occupations

during

at

least

the

past

five

years

and

number

of

U.S.

registered

portfolios

overseen

in

the

Franklin

Templeton/Legg

Mason

fund

complex,

are

shown

below.

Generally,

each

board

member

serves

until

that

person’s

successor

is

elected

and

qualified.

Independent

Board

Members

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Harris

J.

Ashton

(1932)

Trustee

Since

1993

118

Bar-S

Foods

(meat

packing

company)

(1981-2010).

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

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).

Ann

Torre

Bates

(1958)

Trustee

Since

2008

29

Ares

Strategic

Income

Fund

(closed-end

investment

management

company)

(September

2022-present);

Ares

Capital

Corporation

(specialty

finance

company)

(2010-present);

and

formerly

,

United

Natural

Foods,

Inc.

(food

distribution)

(2013-2023)

and

Navient

Corporation

(loan

management,

servicing

and

asset

recovery)

(2014-2016).

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Executive

Vice

President

and

Chief

Financial

Officer,

NHP

Incorporated

(manager

of

multifamily

housing)

(1995-1997);

and

Vice

President

and

Treasurer,

US

Airways,

Inc.

(until

1995).

Terrence

J.

Checki

(1945)

Trustee

Since

January

2023

118

Hess

Corporation

(exploration

of

oil

and

gas)

(2014-present).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Member

of

the

Council

on

Foreign

Relations

(1996-present);

Member

of

the

National

Committee

on

U.S.-China

Relations

(1999-present);

member

of

the

board

of

trustees

of

the

Economic

Club

of

New

York

(2013-present);

member

of

the

board

of

trustees

of

the

Foreign

Policy

Association

(2005-present);

member

of

the

board

of

directors

of

Council

of

the

Americas

(2007-present)

and

the

Tallberg

Foundation

(2018-present);

and

formerly

,

Executive

Vice

President

of

the

Federal

Reserve

Bank

of

New

York

and

Head

of

its

Emerging

Markets

and

Internal

Affairs

Group

and

Member

of

Management

Committee

(1995-2014);

and

Visiting

Fellow

at

the

Council

on

Foreign

Relations

(2014).

Mary

C.

Choksi

(1950)

Trustee

Since

2016

118

Omnicom

Group

Inc.

(advertising

and

marketing

communications

services)

(2011-present)

and

White

Mountains

Insurance

Group,

Ltd.

(holding

company)

(2017-present);

and

formerly

,

Avis

Budget

Group

Inc.

(car

rental)

(2007-2020).

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Founder

and

Senior

Advisor,

Strategic

Investment

Group

(investment

management

group)

(2015-2017);

Founding

Partner

and

Senior

Managing

Director,

Strategic

Investment

Group

(1987-2015);

Founding

Partner

and

Managing

Director,

Emerging

Markets

Management

LLC

(investment

management

firm)

(1987-2011);

and

Loan

Officer/Senior

Loan

Officer/Senior

Pension

Investment

Officer,

World

Bank

Group

(international

financial

institution)

(1977-1987).

Templeton

Emerging

Markets

Income

Fund

47

franklintempleton.com

Annual

Report

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Edith

E.

Holiday

(1952)

Lead

Independent

Trustee

Trustee

since

1996

and

Lead

Independent

Trustee

since

2007

118

Hess

Corporation

(exploration

of

oil

and

gas)

(1993-present),

Santander

Holdings

USA

(holding

company)

(2019-present);

and

formerly

,

Santander

Consumer

USA

Holdings,

Inc.

(consumer

finance)

(2016-2023);Canadian

National

Railway

(railroad)

(2001-2021),

White

Mountains

Insurance

Group,

Ltd.

(holding

company)

(2004-

2021),

RTI

International

Metals,

Inc.

(manufacture

and

distribution

of

titanium)

(1999-2015)

and

H.J.

Heinz

Company

(processed

foods

and

allied

products)

(1994-2013).

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

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).

J.

Michael

Luttig

(1954)

Trustee

Since

2009

118

Boeing

Capital

Corporation

(aircraft

financing)

(2006-2013).

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Counselor

and

Special

Advisor

to

the

CEO

and

Board

of

Directors

of

the

Coca-Cola

Company

(beverage

company)

(2021-present);

and

formerly

,

Counselor

and

Senior

Advisor

to

the

Chairman,

CEO,

and

Board

of

Directors,

of

The

Boeing

Company

(aerospace

company),

and

member

of

the

Executive

Council

(2019-2020);

Executive

Vice

President,

General

Counsel

and

member

of

the

Executive

Council,

The

Boeing

Company

(2006-2019);

and

Federal

Appeals

Court

Judge,

United

States

Court

of

Appeals

for

the

Fourth

Circuit

(1991-2006).

David

W.

Niemiec

(1949)

Trustee

Since

2005

29

Hess

Midstream

LP

(oil

and

gas

midstream

infrastructure)

(2017-present).

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Advisor,

Saratoga

Partners

(private

equity

fund);

and

formerly

,

Managing

Director,

Saratoga

Partners

(1998-2001)

and

SBC

Warburg

Dillon

Read

(investment

banking)

(1997-1998);

Vice

Chairman,

Dillon,

Read

&

Co.

Inc.

(investment

banking)

(1991-1997);

and

Chief

Financial

Officer,

Dillon,

Read

&

Co.

Inc.

(1982-1997).

Larry

D.

Thompson

(1945)

Trustee

Since

2005

118

Graham

Holdings

Company

(education

and

media

organization)

(2011-2021);

The

Southern

Company

(energy

company)

(2014-2020;

previously

2010-

2012)

and

Cbeyond,

Inc.

(business

communications

provider)

(2010-

2012).

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

Counsel,

Finch

McCranie,

LLP

(law

firm)

(2015-present);

John

A.

Sibley

Professor

of

Corporate

and

Business

Law,

University

of

Georgia

School

of

Law

(2015-present;

previously

2011-2012);

and

formerly

,

Independent

Compliance

Monitor

and

Auditor,

Volkswagen

AG

(manufacturer

of

automobiles

and

commercial

vehicles)

(2017-2020);

Executive

Vice

President

-

Government

Affairs,

General

Counsel

and

Corporate

Secretary,

PepsiCo,

Inc.

(consumer

products)

(2012-2014);

Senior

Vice

President

-

Government

Affairs,

General

Counsel

and

Secretary,

PepsiCo,

Inc.

(2004-2011);

Senior

Fellow

of

The

Brookings

Institution

(2003-2004);

Visiting

Professor,

University

of

Georgia

School

of

Law

(2004);

and

Deputy

Attorney

General,

U.S.

Department

of

Justice

(2001-2003).

Independent

Board

Members

(continued)

Templeton

Emerging

Markets

Income

Fund

48

franklintempleton.com

Annual

Report

Interested

Board

Members

and

Officers

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Constantine

D.

Tseretopoulos

(1954)

Trustee

Since

1999

19

None

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Physician,

Chief

of

Staff,

owner

and

operator

of

the

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).

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Gregory

E.

Johnson

2

(1961)

Chairman

of

the

Board,

Vice

President

and

Trustee

Chairman

of

the

Board

and

Vice

President

since

January

2023

and

Trustee

since

2007

128

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Executive

Chairman,

Chairman

of

the

Board

and

Director,

Franklin

Resources,

Inc.;

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

Vice

Chairman,

Investment

Company

Institute;

and

formerly

,

Chief

Executive

Officer

(2013-2020)

and

President

(1994-2015)

Franklin

Resources,

Inc.

Rupert

H.

Johnson,

Jr.

3

(1940)

Trustee

Since

2013

118

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

(Vice

Chairman),

Franklin

Resources,

Inc.;

Director,

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

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Ted

P.

Becker

(1951)

Chief

Compliance

Officer

Since

June

2023

Not

Applicable

Not

Applicable

280

Park

Avenue

New

York,

NY

10017

Principal

Occupation

During

at

Least

the

Past

5

Years:

Vice

President,

Global

Compliance

of

Franklin

Templeton

(since

2020);

Chief

Compliance

Officer

of

Franklin

Templeton

Fund

Adviser,

LLC

(since

2006);

Chief

Compliance

Officer

of

certain

funds

associated

with

Legg

Mason

&

Co.

or

its

affiliates

(since

2006);

formerly

,

Director

of

Global

Compliance

at

Legg

Mason

(2006-2020);

Managing

Director

of

Compliance

of

Legg

Mason

&

Co.

(2005-2020).

Michael

Hasenstab,

Ph.D.

(1973)

President

and

Chief

Executive

Officer

–

Investment

Management

Since

2018

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Executive

Vice

President,

Franklin

Advisers,

Inc.;

and

officer

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

four

of

the

investment

companies

in

Franklin

Templeton.

Independent

Board

Members

(continued)

Templeton

Emerging

Markets

Income

Fund

49

franklintempleton.com

Annual

Report

Note

1:

Rupert

H.

Johnson,

Jr.

is

the

uncle

of

Gregory

E.

Johnson.

Note

2:

Officer

information

is

current

as

of

the

date

of

this

report.

It

is

possible

that

after

this

date,

information

about

officers

may

change.

1.

Information

is

for

the

calendar

year

ended

December

31,

2023,

unless

otherwise

noted.

We

base

the

number

of

portfolios

on

each

separate

series

of

the

U.S.

registered

investment

companies

within

the

Franklin

Templeton/Legg

Mason

fund

complex.

These

portfolios

have

a

common

investment

manager

or

affiliated

investment

managers.

2.

Gregory

E.

Johnson

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

his

position

as

an

officer

and

director

of

Franklin

Resources,

Inc.

(Resources),

which

is

the

parent

company

of

the

Fund's

investment

manager

and

distributor.

3.

Rupert

H.

Johnson,

Jr.

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

his

position

as

an

officer

and

director

and

a

major

shareholder

of

Resources,

which

is

the

parent

company

of

the

Fund's

investment

manager

and

distributor.

The

Sarbanes-Oxley

Act

of

2002

and

Rules

adopted

by

the

U.S.

Securities

and

Exchange

Commission

require

the

Fund

to

disclose

whether

the

Fund’s

Audit

Committee

includes

at

least

one

member

who

is

an

audit

committee

financial

expert

within

the

meaning

of

such

Act

and

Rules.

The

Fund’s

Board

has

determined

that

there

is

at

least

one

such

financial

expert

on

the

Audit

Committee

and

has

designated

each

of

Ann

Torre

Bates

and

David

W.

Niemiec

as

an

audit

committee

financial

expert.

The

Board

believes

that

Ms.

Bates

and

Mr.

Niemiec

qualify

as

such

an

expert

in

view

of

their

extensive

business

background

and

experience.

Ms.

Bates

has

served

as

a

member

of

the

Fund

Audit

Committee

since

2008.

She

currently

serves

as

a

director

of

Ares

Capital

Corporation

(2010-present)

and

United

Natural

Foods,

Inc.

(2013-present)

and

was

formerly

a

director

of

Navient

Corporation

from

2014

to

2016,

SLM

Corporation

from

1997

to

2014

and

Allied

Capital

Corporation

from

2003

to

2010,

Executive

Vice

President

and

Chief

Financial

Officer

of

NHP

Incorporated

from

1995

to

1997

and

Vice

President

and

Treasurer

of

US

Airways,

Inc.

until

1995.

Mr.

Niemiec

has

served

as

a

member

of

the

Fund

Audit

Committee

since

2005,

currently

serves

as

an

Advisor

to

Saratoga

Partners

and

was

formerly

its

Managing

Director

from

1998

to

2001

and

serves

as

a

director

of

Hess

Midstream

LP

(2017-present).

Mr.

Niemiec

was

formerly

a

director

of

Emeritus

Corporation

from

1999

to

2010

and

OSI

Pharmaceuticals,

Inc.

from

2006

to

2010,

Managing

Director

of

SBC

Warburg

Dillon

Read

from

1997

to

1998,

and

was

Vice

Chairman

from

1991

to

1997

and

Chief

Financial

Officer

from

1982

to

1997

of

Dillon,

Read

&

Co.

Inc.

As

a

result

of

such

background

and

experience,

the

Board

believes

that

Ms.

Bates

and

Mr.

Niemiec

have

each

acquired

an

understanding

of

generally

accepted

accounting

principles

and

financial

statements,

the

general

application

of

such

principles

in

connection

with

the

accounting

estimates,

accruals

and

reserves,

and

analyzing

and

evaluating

financial

statements

that

present

a

breadth

and

level

of

complexity

of

accounting

issues

generally

comparable

to

those

of

the

Fund,

as

well

as

an

understanding

of

internal

controls

and

procedures

for

financial

reporting

and

an

understanding

of

audit

committee

functions.

Ms.

Bates

and

Mr.

Niemiec

are

independent

Board

members

as

that

term

is

defined

under

the

applicable

U.S.

Securities

and

Exchange

Commission

Rules

and

Releases.

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Susan

Kerr

(1949)

Vice

President

—

AML

Compliance

Since

2021

Not

Applicable

Not

Applicable

280

Park

Avenue

New

York,

NY

10017

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Compliance

Analyst,

Franklin

Templeton;

Chief

Anti-Money

Laundering

Compliance

Officer,

Legg

Mason

&

Co.,

or

its

affiliates;

Anti

Money

Laundering

Compliance

Officer;

Senior

Compliance

Officer,

Franklin

Distributors;

and

officer

of

certain

funds

in

the

Franklin

Templeton/

Legg

Mason

fund

complex.

Christopher

Kings

(1974)

Chief

Executive

Officer

—

Finance

and

Administration

Since

January

2024

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Vice

President,

Franklin

Templeton

Services,

LLC;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Navid

J.

Tofigh

(1972)

Vice

President

and

Secretary

Vice

President

since

2015

and

Secretary

since

June

2023

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Associate

General

Counsel,

Franklin

Templeton;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Jeffrey

W.

White

(1971)

Chief

Financial

Officer,

Chief

Accounting

Officer

and

Treasurer

Since

January

2024

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Chief

Financial

Officer,

Chief

Accounting

Officer

&

Treasurer

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

and

formerly

,

Director

and

Assistant

Treasurer

within

Franklin

Templeton

Global

Fund

Tax

and

Fund

Administration

and

Financial

Reporting

(2017-2023).

Interested

Board

Members

and

Officers

(continued)

Templeton

Emerging

Markets

Income

Fund

Shareholder

Information

50

franklintempleton.com

Annual

Report

Proxy

Voting

Policies

and

Procedures

The

Fund’s

investment

manager

has

established

Proxy

Voting

Policies

and

Procedures

(Policies)

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities.

Shareholders

may

view

the

Fund’s

complete

Policies

online

at

franklintempleton.com.

Alternatively,

shareholders

may

request

copies

of

the

Policies

free

of

charge

by

calling

the

Proxy

Group

collect

at

(954)

527-

7678

or

by

sending

a

written

request

to:

Franklin

Templeton

Companies,

LLC,

300

S.E.

2nd

Street,

Fort

Lauderdale,

FL

33301,

Attention:

Proxy

Group.

Copies

of

the

Fund’s

proxy

voting

records

are

also

made

available

online

at

franklintempleton.com

and

posted

on

the

U.S.

Securities

and

Exchange

Commission’s

website

at

sec.gov

and

reflect

the

most

recent

12-month

period

ended

June

30.

Quarterly

Schedule

of

Investments

The

Fund

files

a

complete

consolidated

statement

of

investments

with

the

U.S.

Securities

and

Exchange

Commission

for

the

first

and

third

quarters

for

each

fiscal

year

as

an

exhibit

to

its

report

on

Form

N-PORT.

Shareholders

may

view

the

filed

Form

N-PORT

by

visiting

the

Commission’s

website

at

sec.gov.

The

filed

form

may

also

be

viewed

and

copied

at

the

Commission’s

Public

Reference

Room

in

Washington,

DC.

Information

regarding

the

operations

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

51

franklintempleton.com

Annual

Report

TERMS

AND

CONDITIONS

OF

DIVIDEND

REINVESTMENT

AND

CASH

PURCHASE

PLAN

1.

Each

holder

of

shares

(a

“Shareholder”)

in

Templeton

Emerging

Markets

Income

Fund

(the

“Fund”)

whose

Fund

shares

are

registered

in

his

or

her

own

name

will

automatically

be

a

participant

in

the

Dividend

Reinvestment

and

Cash

Purchase

Plan

(the

“Plan”),

unless

any

such

Shareholder

specifically

elects

in

writing

to

receive

all

dividends

and

capital

gains

in

cash,

paid

by

check,

mailed

directly

to

the

Shareholder.

A

Shareholder

whose

shares

are

registered

in

the

name

of

a

broker-dealer

or

other

nominee

(the

“Nominee”)

will

be

a

participant

if

(a)

such

a

service

is

provided

by

the

Nominee

and

(b)

the

Nominee

makes

an

election

on

behalf

of

the

Shareholder

to

participate

in

the

Plan.

Nominees

intend

to

make

such

an

election

on

behalf

of

Shareholders

whose

shares

are

registered

in

their

names,

as

Nominee,

unless

a

Shareholder

specifically

instructs

his

or

her

Nominee

to

pay

dividends

and

capital

gains

in

cash.

Equiniti

Trust

Company,

LLC

(“Equiniti”)

will

act

as

Plan

Administrator

and

will

open

an

account

for

each

participating

shareholder

(“participant”)

under

the

Plan

in

the

same

name

as

that

in

which

the

participant’s

present

shares

are

registered.

2.

Whenever

the

Fund

declares

a

distribution

from

capital

gains

or

an

income

dividend

payable

in

either

cash

or

shares

of

the

Fund

(“Fund

shares”),

if

the

market

price

per

share

on

the

valuation

date

equals

or

exceeds

the

net

asset

value

per

share,

participants

will

receive

such

dividend

or

distribution

entirely

in

Fund

shares,

and

Equiniti

shall

automatically

receive

such

Fund

shares

for

participant

accounts

including

aggregate

fractions.

The

number

of

additional

Fund

shares

to

be

credited

to

participant

accounts

shall

be

determined

by

dividing

the

equivalent

dollar

amount

of

the

capital

gains

distribution

or

dividend

payable

to

participants

by

the

Fund’s

net

asset

value

per

share

of

the

Fund

shares

on

the

valuation

date,

provided

that

the

Fund

shall

not

issue

such

shares

at

a

price

lower

than

95%

of

the

current

market

price

per

share.

The

valuation

date

will

be

the

payable

date

for

such

distribution

or

dividend.

3.

Whenever

the

Fund

declares

a

distribution

from

capital

gains

or

an

income

dividend

payable

only

in

cash,

or

if

the

Fund’s

net

asset

value

per

share

exceeds

the

market

price

per

share

on

the

valuation

date,

Equiniti

shall

apply

the

amount

of

such

dividend

or

distribution

payable

to

participants

to

the

purchase

of

Fund

shares

on

the

open

market

(less

their

pro

rata

share

of

trading

fees

incurred

with

respect

to

open

market

purchases

in

connection

with

the

reinvestment

of

such

dividend

or

distribution).

If,

before

Equiniti

has

completed

its

purchases,

the

market

price

exceeds

the

net

asset

value

per

share,

the

average

per

share

purchase

price

paid

by

Equiniti

may

exceed

the

net

asset

value

of

the

Fund’s

shares,

resulting

in

the

acquisition

of

fewer

shares

than

if

the

dividend

or

capital

gains

distribution

had

been

paid

in

shares

issued

by

the

Fund

at

net

asset

value

per

share.

Such

purchases

will

be

made

promptly

after

the

payable

date

for

such

dividend

or

distribution,

and

in

no

event

more

than

30

days

after

such

date

except

where

temporary

curtailment

or

suspension

of

purchase

is

necessary

to

comply

with

applicable

provisions

of

the

Federal

securities

laws.

4.

A

participant

has

the

option

of

submitting

additional

payments

to

Equiniti,

in

any

amounts

of

at

least

$100,

up

to

a

maximum

of

$5,000

per

month,

for

the

purchase

of

Fund

shares

for

his

or

her

account.

These

payments

may

be

made

electronically

through

www.equiniti.com

or

by

check

payable

to

“Equiniti

Trust

Company,

LLC”

and

sent

to

Equiniti

Trust

Company,

LLC,

P.O.

Box

922,

Wall

Street

Station,

New

York,

NY

10269-0560,

Attention:

Templeton

Emerging

Markets

Income

Fund.

Equiniti

shall

apply

such

payments

(less

a

$5.00

service

charge

and

less

a

pro

rata

share

of

trading

fees)

to

purchases

of

Fund

shares

on

the

open

market,

as

discussed

below

in

paragraph

6.

Equiniti

shall

make

such

purchases

promptly

on

approximately

the

15th

of

each

month

or,

during

a

month

in

which

a

dividend

or

distribution

is

paid,

beginning

on

the

dividend

payment

date,

and

in

no

event

more

than

30

days

after

receipt,

except

where

necessary

to

comply

with

provisions

of

Federal

securities

law.

Any

voluntary

payment

received

less

than

two

business

days

before

an

investment

date

shall

be

invested

during

the

following

month

unless

there

are

more

than

30

days

until

the

next

investment

date,

in

which

case

such

payment

will

be

returned

to

the

participant.

Equiniti

shall

return

to

the

participant

his

or

her

entire

voluntary

cash

payment

upon

written

notice

of

withdrawal

received

by

Equiniti

not

less

than

48

hours

before

such

payment

is

to

be

invested.

Such

written

notice

shall

be

sent

to

Equiniti

by

the

participant,

as

discussed

below

in

paragraph

14.

5.

For

all

purposes

of

the

Plan:

(a)

the

market

price

of

the

Fund’s

shares

on

a

particular

date

shall

be

the

last

sale

price

on

the

New

York

Stock

Exchange

on

that

date

if

a

business

day

and

if

not,

on

the

preceding

business

day,

or

if

there

is

no

sale

on

such

Exchange

on

such

date,

then

the

mean

between

the

closing

bid

and

asked

quotations

for

such

shares

on

such

Exchange

on

such

date,

and

(b)

net

asset

value

per

share

of

the

Fund’s

shares

on

a

particular

date

shall

be

as

determined

by

or

on

behalf

of

the

Fund.

52

franklintempleton.com

Annual

Report

TERMS

AND

CONDITIONS

OF

DIVIDEND

REINVESTMENT

AND

CASH

PURCHASE

PLAN

(continued)

6.

Open

market

purchases

provided

for

above

may

be

made

on

any

securities

exchange

where

Fund

shares

are

traded,

in

the

over-the-counter

market

or

in

negotiated

transactions

and

may

be

on

such

terms

as

to

price,

delivery

and

otherwise

as

Equiniti

shall

determine.

Participant

funds

held

by

Equiniti

uninvested

will

not

bear

interest,

and

it

is

understood

that,

in

any

event,

Equiniti

shall

have

no

liability

in

connection

with

any

inability

to

purchase

Fund

shares

within

30

business

days

after

the

payable

date

for

any

dividend

or

distribution

as

herein

provided,

or

with

the

timing

of

any

purchases

effected.

Equiniti

shall

have

no

responsibility

as

to

the

value

of

the

Fund

shares

acquired

for

participant

accounts.

For

the

purposes

of

purchases

in

the

open

market,

Equiniti

may

aggregate

purchases

with

those

of

other

participants,

and

the

average

price

(including

trading

fees)

of

all

shares

purchased

by

Equiniti

shall

be

the

price

per

share

allocable

to

all

participants.

7.

Equiniti

will

hold

shares

acquired

pursuant

to

this

Plan,

together

with

the

shares

of

other

participants

acquired

pursuant

to

this

Plan,

in

its

name

or

that

of

its

nominee.

Equiniti

will

forward

to

participants

any

proxy

solicitation

material

and

will

vote

any

shares

so

held

for

participants

only

in

accordance

with

the

proxies

returned

by

participants

to

the

Fund.

Upon

written

request,

Equiniti

will

deliver

to

participants,

without

charge,

a

certificate

or

certificates

for

all

or

a

portion

of

the

full

shares

held

by

Equiniti.

8.

Equiniti

will

confirm

to

participants

each

acquisition

made

for

an

account

as

soon

as

practicable

but

not

later

than

60

business

days

after

the

date

thereof.

Equiniti

will

send

to

participants

a

detailed

account

statement

showing

total

dividends

and

distributions,

date

of

investment,

shares

acquired

and

price

per

share,

and

total

shares

of

record

for

the

account.

Although

participants

may

from

time

to

time

have

an

undivided

fractional

interest

(computed

to

three

decimal

places)

in

a

share

of

the

Fund,

no

certificates

for

a

fractional

share

will

be

issued.

However,

dividends

and

distributions

on

fractional

shares

will

be

credited

to

participant

accounts.

In

the

event

of

termination

of

an

account

under

the

Plan,

Equiniti

will

adjust

for

any

such

undivided

fractional

interest

in

cash

at

the

market

price

of

the

Fund’s

shares

on

the

date

of

termination.

9.

Any

share

dividends

or

split

shares

distributed

by

the

Fund

on

shares

held

by

Equiniti

for

participants

will

be

credited

to

participant

accounts.

In

the

event

that

the

Fund

makes

available

to

its

shareholders

transferable

rights

to

purchase

additional

Fund

shares

or

other

securities,

Equiniti

will

sell

such

rights

and

apply

the

proceeds

of

the

sale

to

the

purchase

of

additional

Fund

shares

for

the

participant

accounts.

The

shares

held

for

participants

under

the

Plan

will

be

added

to

underlying

shares

held

by

participants

in

calculating

the

number

of

rights

to

be

issued.

10.

Equiniti’s

service

charge

for

capital

gains

or

income

dividend

purchases

will

be

paid

by

the

Fund

when

shares

are

issued

by

the

Fund

or

purchased

on

the

open

market.

Equiniti

will

deduct

a

$5.00

service

charge

from

each

voluntary

cash

payment.

Participants

will

be

charged

a

pro

rata

share

of

trading

fees

on

all

open

market

purchases.

11.

Participants

may

withdraw

shares

from

such

participant’s

account

or

terminate

their

participation

under

the

Plan

by

notifying

Equiniti

in

writing.

Such

withdrawal

or

termination

will

be

effective

immediately

if

notice

is

received

by

Equiniti

not

less

than

ten

days

prior

to

any

dividend

or

distribution

record

date;

otherwise

such

withdrawal

or

termination

will

be

effective

after

the

investment

of

any

current

dividend

or

distribution

or

voluntary

cash

payment.

The

Plan

may

be

terminated

by

Equiniti

or

the

Fund

upon

90

days’

notice

in

writing

mailed

to

participants.

Upon

any

withdrawal

or

termination,

Equiniti

will

cause

a

certificate

or

certificates

for

the

full

shares

held

by

Equiniti

for

participants

and

cash

adjustment

for

any

fractional

shares

(valued

at

the

market

value

of

the

shares

at

the

time

of

withdrawal

or

termination)

to

be

delivered

to

participants,

less

any

trading

fees.

Alternatively,

a

participant

may

elect

by

written

notice

to

Equiniti

to

have

Equiniti

sell

part

or

all

of

the

shares

held

for

him

and

to

remit

the

proceeds

to

him.

Equiniti

is

authorized

to

deduct

a

$15.00

service

charge

and

a

trading

fee

of

$0.12

per

share

for

this

transaction

from

the

proceeds.

If

a

participant

disposes

of

all

shares

registered

in

his

name

on

the

books

of

the

Fund,

Equiniti

may,

at

its

option,

terminate

the

participant’s

account

or

determine

from

the

participant

whether

he

wishes

to

continue

his

participation

in

the

Plan.

12.

These

terms

and

conditions

may

be

amended

or

supplemented

by

Equiniti

or

the

Fund

at

any

time

or

times,

except

when

necessary

or

appropriate

to

comply

with

applicable

law

or

the

rules

or

policies

of

the

U.S.

Securities

and

Exchange

Commission

or

any

other

regulatory

authority,

only

by

mailing

to

participants

appropriate

written

notice

at

least

90

days

prior

to

the

effective

date

thereof.

The

amendment

or

supplement

shall

be

deemed

to

be

accepted

by

participants

unless,

prior

to

the

effective

date

thereof,

Equiniti

receives

written

notice

of

the

termination

of

a

participant

account

under

the

Plan.

Any

such

amendment

53

franklintempleton.com

Annual

Report

TERMS

AND

CONDITIONS

OF

DIVIDEND

REINVESTMENT

AND

CASH

PURCHASE

PLAN

(continued)

may

include

an

appointment

by

Equiniti

in

its

place

and

stead

of

a

successor

Plan

Administrator

under

these

terms

and

conditions,

with

full

power

and

authority

to

perform

all

or

any

of

the

acts

to

be

performed

by

Equiniti

under

these

terms

and

conditions.

Upon

any

such

appointment

of

a

Plan

Administrator

for

the

purpose

of

receiving

dividends

and

distributions,

the

Fund

will

be

authorized

to

pay

to

such

successor

Plan

Administrator,

for

a

participant’s

account,

all

dividends

and

distributions

payable

on

Fund

shares

held

in

a

participant’s

name

or

under

the

Plan

for

retention

or

application

by

such

successor

Plan

Administrator

as

provided

in

these

terms

and

conditions.

13.

Equiniti

shall

at

all

times

act

in

good

faith

and

agree

to

use

its

best

efforts

within

reasonable

limits

to

ensure

the

accuracy

of

all

services

performed

under

this

Agreement

and

to

comply

with

applicable

law,

but

shall

assume

no

responsibility

and

shall

not

be

liable

for

loss

or

damage

due

to

errors

unless

such

error

is

caused

by

Equiniti’s

negligence,

bad

faith

or

willful

misconduct

or

that

of

its

employees.

14.

Any

notice,

instruction,

request

or

election

which

by

any

provision

of

the

Plan

is

required

or

permitted

to

be

given

or

made

by

the

participant

to

Equiniti

shall

be

in

writing

addressed

to

Equiniti

Trust

Company,

LLC,

P.O.

Box

922,

Wall

Street

Station,

New

York,

NY

10269-0560,

or

www.

equiniti.com

or

such

other

address

as

Equiniti

shall

furnish

to

the

participant,

and

shall

have

been

deemed

to

be

given

or

made

when

received

by

Equiniti.

15.

Any

notice

or

other

communication

which

by

any

provision

of

the

Plan

is

required

to

be

given

by

Equiniti

to

the

participant

shall

be

in

writing

and

shall

be

deemed

to

have

been

sufficiently

given

for

all

purposes

by

being

deposited

postage

prepaid

in

a

post

office

letter

box

addressed

to

the

participant

at

his

or

her

address

as

it

shall

last

appear

on

Equiniti’s

records.

The

participant

agrees

to

notify

Equiniti

promptly

of

any

change

of

address.

16.

These

terms

and

conditions

shall

be

governed

by

and

construed

in

accordance

with

the

laws

of

the

State

of

New

York

and

the

rules

and

regulations

of

the

U.S.

Securities

and

Exchange

Commission,

as

they

may

be

amended

from

time

to

time.

TLTEI

A

02/24

©

2024

Franklin

Templeton

Investments.

All

rights

reserved.

Investors

should

be

aware

that

the

value

of

investments

made

for

the

Fund

may

go

down

as

well

as

up.

Like

any

investment

in

securities,

the

value

of

the

Fund’s

portfolio

will

be

subject

to

the

risk

of

loss

from

market,

currency,

economic,

political

and

other

factors.

The

Fund

and

its

investors

are

not

protected

from

such

losses

by

the

investment

manager.

Therefore,

investors

who

cannot

accept

this

risk

should

not

invest

in

shares

of

the

Fund.

To

help

ensure

we

provide

you

with

quality

service,

all

calls

to

and

from

our

service

areas

are

monitored

and/or

recorded.

Annual

Report

Templeton

Emerging

Markets

Income

Fund

Investment

Manager

Transfer

Agent

Fund

Information

Franklin

Advisers,

Inc.

Equiniti

Trust

Company,

LLC

6201

15th

Avenue

Brooklyn,

NY

11219

Toll

Free

Number:

(800)

416-5585

Hearing

Impaired

Number:

(866)

703-9077

International

Phone

Number:

(718)

921-8124

www.equiniti.com

(800)

DIAL

BEN

®

/

342-5236

Item 2. Code of Ethics. 

(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.

(c) N/A

(d) N/A

(f) Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

Item 3. Audit Committee Financial Expert.

(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.

(2) The audit committee financial experts are Ann Torre Bates and David W. Niemiec and they are "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.

Item 4. Principal Accountant Fees and Services.

(a)      Audit Fees

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $67,140 for the fiscal year ended December 31, 2023 and $66,662 for the fiscal year ended December 31, 2022.

(b)      Audit-Related Fees

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4.

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.  

(c)      Tax Fees

There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $70,000 for the fiscal year ended December 31, 2023 and $70,000 for the fiscal year ended December 31, 2022. The services for which these fees were paid included global access to tax platform International Tax View.

(d)      All Other Fees

There were no fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4. 

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant not reported in paragraphs (a)-(c) of Item 4 were $120,800 for the fiscal year ended December 31, 2023 and $221,195 for the fiscal year ended December 31, 2022. The services for which these fees were paid included professional services relating to the readiness assessment over Greenhouse Gas Emissions and Energy, for the fiscal years ended December 31, 2023 and 2022, fees in connection with licenses for accounting and business knowledge platform Viewpoint, for the fiscal years ended December 31, 2023 and 2022, professional fees relating to security counts, for the fiscal year ended December 31, 2023 and fees in connection with a license for employee development tool ProEdge, for the fiscal year ended December 31, 2022.  

(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:

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

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

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

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

(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $190,800 for the fiscal year ended December 31, 2023 and $291,195 for the fiscal year ended December 31, 2022.

(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

(i) N/A

(j) N/A

Item 5. Audit Committee

of Listed Registrants.

Members of the Audit Committee are:  David W. Niemiec, Ann Torre Bates, J. Michael Luttig, Terrence J. Checki and Constantine D. Tseretopoulos.

Item 6. Schedule of Investments.

         N/A

Item 7

. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The board of trustees of the Fund has delegated the authority to vote proxies related to the portfolio securities held by the Fund to the Fund’s investment manager, Franklin Advisers, Inc., in accordance with the Proxy Voting Policies and Procedures (Policies) adopted by the investment manager.

RESPONSIBILITY OF THE INVESTMENT MANAGERS TO VOTE PROXIES

Franklin Equity Group, a separate investment group within Franklin Templeton, comprised of investment personnel from the SEC-registered investment advisers listed on Appendix A (hereinafter individually an “Investment Manager” and collectively the "Investment Managers") have delegated the administrative duties with respect to voting proxies for securities to the Franklin Templeton Proxy Group. Proxy duties consist of disseminating proxy materials and analyses of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by the Investment Managers) that has either delegated proxy voting administrative responsibility to the Investment Managers or has asked for information and/or recommendations on the issues to be voted. The Investment Managers will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about the Investment Managers’ views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of the Investment Managers.

The Proxy Group will process proxy votes on behalf of, and the Investment Managers vote proxies solely in the best interests of, separate account clients, the Investment Managers’-managed investment company shareholders, or shareholders of funds that have appointed Franklin Templeton International Services S.à.r.l. (“FTIS S.à.r.l.”) as the Management Company, provided such funds or clients have properly delegated such responsibility in writing, or, where employee benefit plan assets subject to the Employee Retirement Income Security Act of 1974, as amended, are involved (“ERISA accounts”), in the best interests of the plan participants and beneficiaries (collectively, "Advisory Clients"), unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed the Investment Managers or (ii) the documents otherwise expressly prohibit the Investment Managers from voting proxies. The Investment Managers recognize that the exercise of voting rights on securities held by ERISA plans for which the Investment Managers have voting responsibility is a fiduciary duty that must be exercised with care, skill, prudence and diligence.

In certain circumstances, Advisory Clients are permitted to direct their votes in a solicitation pursuant to the Investment Management Agreement. An Advisory Client that wishes to direct its vote shall give reasonable prior written notice to the Investment Managers indicating such intention and provide written instructions directing the Investment Managers or the Proxy Group to vote regarding the solicitation. Where such prior written notice is received, the Proxy Group will vote proxies in accordance with such written notification received from the Advisory Client.

The Investment Managers have adopted and implemented Proxy Voting Policies and Procedures (“Proxy Policies”) that they believe are reasonably designed to ensure that proxies are voted in the best interest of Advisory Clients in accordance with their fiduciary duties and rule 206(4)-6 under the Investment Advisers Act of 1940. To the extent that the Investment Managers have a subadvisory agreement with an affiliated investment manager (the “Affiliated Subadviser”) with respect to a particular Advisory Client, the Investment Managers may delegate proxy voting responsibility to the Affiliated Subadviser. The Investment Managers may also delegate proxy voting responsibility to a subadviser that is not an Affiliated Subadviser in certain limited situations as disclosed to fund shareholders (e.g., where an Investment Manager to a pooled investment vehicle has engaged a subadviser that is not an Affiliated Subadviser to manage all or a portion of the assets).

An SEC Compliance Rule Policy and Procedures

Rule 38a-1 under the Investment Company Act of 1940 (“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) (together the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things, adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance Rule Policies and Procedures”).

HOW THE INVESTMENT MANAGERS VOTE PROXIES

Proxy Services

All proxies received by the Proxy Group will be voted based upon the Investment Managers’ instructions and/or policies. To assist it in analyzing proxies of equity securities, the Investment Managers subscribe to Institutional Shareholder Services Inc. ("ISS"), an unaffiliated third-party corporate governance research service that provides in-depth analyses of shareholder meeting agendas and vote recommendations. In addition, the Investment Managers subscribe to ISS’s Proxy Voting Service and Vote Disclosure Service. These services include receipt of proxy ballots, custodian bank relations, account maintenance, vote execution, ballot reconciliation, vote record maintenance, comprehensive reporting capabilities, and vote disclosure services. Also, the Investment Managers subscribe to Glass, Lewis & Co., LLC ("Glass Lewis"), an unaffiliated third-party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research.

Although analyses provided by ISS, Glass Lewis, and/or another independent third-party proxy service provider (each a “Proxy Service”) are thoroughly reviewed and considered in making a final voting decision, the Investment Managers do not consider recommendations from a Proxy Service or any third-party to be determinative of the Investment Managers’ ultimate decision. Rather, the Investment Managers exercise their independent judgment in making voting decisions. As a matter of policy, the officers, directors and employees of the Investment Managers and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

For ease of reference, the Proxy Policies often refer to all Advisory Clients. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual Advisory Clients. In some cases, the Investment Managers’ evaluation may result in an individual Advisory Client or Investment Manager voting differently, depending upon the nature and objective of the fund or account, the composition of its portfolio, whether the Investment Manager has adopted a specialty or custom voting policy, and other factors.

Conflicts of Interest

All conflicts of interest will be resolved in the best interests of the Advisory Clients. The Investment Managers are affiliates of a large, diverse financial services firm with many affiliates and makes its best efforts to mitigate conflicts of interest. However, as a general matter, the Investment Managers take the position that relationships between certain affiliates that do not use the “Franklin Templeton” name (“Independent Affiliates”) and an issuer (e.g., an investment management relationship between an issuer and an Independent Affiliate) do not present a conflict of interest for an Investment Manager in voting proxies with respect to such issuer because: (i) the Investment Managers operate as an independent business unit from the Independent Affiliate business units, and (ii) informational barriers exist between the Investment Managers and the Independent Affiliate business units.
 

Material conflicts of interest could arise in a variety of situations, including as a result of the Investment Managers’ or an affiliate’s (other than an Independent Affiliate as described above): (i) material business relationship with an issuer or proponent, (ii) direct or indirect pecuniary interest in an issuer or proponent; or (iii) significant personal or family relationship with an issuer or proponent. Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer, and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best-efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

Nonetheless, even though a potential conflict of interest between the Investment Managers or an affiliate (other than an Independent Affiliate as described above) and an issuer may exist: (1) the Investment Managers may vote in opposition to the recommendations of an issuer’s management even if contrary to the recommendations of a third-party proxy voting research provider; (2) if management has made no recommendations, the Proxy Group may defer to the voting instructions of the Investment Managers; and (3) with respect to shares held by Franklin Resources, Inc. or its affiliates for their own corporate accounts, such shares may be voted without regard to these conflict procedures.

Otherwise, in situations where a material conflict of interest is identified between the Investment Managers or one of its affiliates (other than Independent Affiliates) and an issuer, the Proxy Group may vote consistent with the voting recommendation of a Proxy Service or send the proxy directly to the relevant Advisory Clients with the Investment Managers’ recommendation regarding the vote for approval. To address certain affiliate conflict situations, the Investment Managers will employ pass-through voting or mirror voting when required pursuant to a fund’s governing documents or applicable law.

Where the Proxy Group refers a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U.S. registered investment company, a conducting officer in the case of a fund that has appointed FTIS S.à.r.l as its Management Company, the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. A quorum of the board of directors or trustees or of a committee of the board can be reached by a majority of members, or a majority of non-recused members. The Proxy Group may determine to vote all shares held by Advisory Clients of the Investment Managers and affiliated Investment Managers (other than Independent Affiliates) in accordance with the instructions of one or more of the Advisory Clients.

The Investment Managers may also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting date. The Investment Managers may consider various factors in deciding whether to vote such proxies, including the Investment Managers’ long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client. The Investment Managers also may be unable to vote, or choose not to vote, a proxy for securities deemed to present a conflict of interest for any of the reasons outlined in the first paragraph of the section of these policies entitled “Proxy Procedures.”

Weight Given Management Recommendations

One of the primary factors the Investment Managers consider when determining the desirability of investing in a particular company is the quality and depth of that company's management. Accordingly, the recommendation of management on any issue is a factor that the Investment Managers consider in determining how proxies should be voted. However, the Investment Managers do not consider recommendations from management to be determinative of the Investment Managers’ ultimate decision. Each issue is considered on its own merits, and the Investment Managers will not support the position of a company's management in any situation where it determines that the ratification of management's position would adversely affect the investment merits of owning that company's shares.

Engagement with Issuers

The Investment Managers believe that engagement with issuers is important to good corporate governance and to assist in making proxy voting decisions. The Investment Managers may engage with issuers to discuss specific ballot items to be voted on in advance of an annual or special meeting to obtain further information or clarification on the proposals. The Investment Managers may also engage with management on a range of environmental, social or corporate governance issues throughout the year.

THE PROXY GROUP

The Proxy Group is part of Franklin Templeton’s Global Sustainability Strategy Team’s Stewardship Team. Full-time staff members and support staff) are devoted to proxy voting administration and oversight and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from a Proxy Service or other sources. The Proxy Group maintains a record of all shareholder meetings that are scheduled for companies whose securities are held by the Investment Managers’ managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the agenda, analyses of one or more Proxy Services, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest, the Investment Managers’ research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, analyses of one or more Proxy Services, proxy statements, their knowledge of the company and any other information publicly available.

In situations where the Investment Managers have not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may vote consistent with the vote recommendations of a Proxy Service. Except in cases where the Proxy Group is voting consistent with the voting recommendation of a Proxy Service, the Proxy Group must obtain voting instructions from the Investment Managers’ research analysts, relevant portfolio manager(s), legal counsel and/or the Advisory Client prior to submitting the vote. In the event that an account holds a security that an Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may vote consistent with the voting recommendations of a Proxy Service or take no action on the meeting.

PROXY ADMINISTRATION PROCEDURES

Situations Where Proxies Are Not Voted

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records as may be required by relevant rules and regulations. In addition, the Investment Managers understand their fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, the Investment Managers will generally attempt to process every proxy they receive for all domestic and foreign securities.

However, there may be situations in which the Investment Managers may be unable to successfully vote a proxy, or may choose not to vote a proxy, such as where: (i) a proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if an Investment Manager votes a proxy or where the Investment Manager is prohibited from voting by applicable law, economic or other sanctions, or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) additional documentation or the disclosure of beneficial owner details is required; (vi) the Investment Managers held shares on the record date but has sold them prior to the meeting date; (vii) the Advisory Client held shares on the record date, but the Advisory Client closed the account prior to the meeting date; (viii) a proxy voting service is not offered by the custodian in the market; (ix) due to either system error or human error, the Investment Managers’ intended vote is not correctly submitted; (x) the Investment Managers believe it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (xi) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.

Rejected Votes

Even if the Investment Managers use reasonable efforts to vote a proxy on behalf of their Advisory Clients, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which the Investment Managers do not have sufficient notice; or (c) the exercise by the issuer of its discretion to reject the vote of the Investment Managers. In addition, despite the best efforts of the Proxy Group and its agents, there may be situations where the Investment Managers’ votes are not received, or properly tabulated, by an issuer or the issuer’s agent.

Securities on Loan

The Investment Managers or their affiliates may, on behalf of one or more of the proprietary registered investment companies advised by the Investment Managers or their affiliates, make efforts  to recall any security on loan where the Investment Manager or its affiliates (a) learn of a vote on an event that may materially affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.

The ability to timely recall shares is not entirely within the control of the Investment Managers. Under certain circumstances, the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates or other administrative considerations.

Split Voting

There may be instances in certain non-U.S. markets where split voting is not allowed. Split voting occurs when a position held within an account is voted in accordance with two differing instructions. Some markets and/or issuers only allow voting on an entire position and do not accept split voting. In certain cases, when more than one Franklin Templeton investment manager has accounts holding shares of an issuer that are held in an omnibus structure, the Proxy Group will seek direction from an appropriate representative of the Advisory Client with multiple Investment Managers (such as a conducting officer of the Management Company in the case of a SICAV), or the Proxy Group will submit the vote based on the voting instructions provided by the Investment Manager with accounts holding the greatest number of shares of the security within the omnibus structure.

Bundled Items

If several issues are bundled together in a single voting item, the Investment Managers will assess the total benefit to shareholders and the extent that such issues should be subject to separate voting proposals.

PROCEDURES FOR MEETINGS INVOLVING FIXED INCOME SECURITIES & PRIVATELY HELD ISSUERS

From time to time, certain custodians may process events for fixed income securities through their proxy voting channels rather than corporate action channels for administrative convenience. In such cases, the Proxy Group will receive ballots for such events on the ISS voting platform. The Proxy Group will solicit voting instructions from the Investment Managers for each account or fund involved. If the Proxy Group does not receive voting instructions from the Investment Managers, the Proxy Group will take no action on the event. The Investment Managers may be unable to vote a proxy for a fixed income security, or may choose not to vote a proxy, for the reasons described under the section entitled “Proxy Procedures.”

In the rare instance where there is a vote for a privately held issuer, the decision will generally be made by the relevant portfolio managers or research analysts.

The Proxy Group will monitor such meetings involving fixed income securities or privately held issuers for conflicts of interest in accordance with these procedures. If a fixed income or privately held issuer is flagged as a potential conflict of interest, the Investment Managers may nonetheless vote as it deems in the best interests of its Advisory Clients. The Investment Managers will report such decisions on an annual basis to Advisory Clients as may be required.

Appendix A

These Proxy Policies apply to accounts managed by personnel within

Franklin Equity Group, which includes the following Investment Managers:

Franklin Advisers, Inc. (FAV)

Franklin Templeton Institutional, LLC

The following Proxy Policies apply to FAV only:

HOW THE INVESTMENT MANAGERS VOTE PROXIES

Proxy Services

Certain of the Investment Managers’ separate accounts or funds (or a portion thereof) are included under Franklin Templeton Investment Solutions (“FTIS”), a separate investment group within Franklin Templeton, and employ a quantitative strategy.

For such accounts, FTIS’s proprietary methodologies rely on a combination of quantitative, qualitative, and behavioral analysis rather than fundamental security research and analyst coverage that an actively-managed portfolio would ordinarily employ. Accordingly, absent client direction, in light of the high number of positions held by such accounts and the considerable time and effort that would be required to review proxy statements and ISS or Glass Lewis recommendations, the Investment Manager may review

ISS’s non-US Benchmark guidelines, ISS’s specialty guidelines (in particular, ISS’s Sustainability guidelines), or Glass Lewis’s US guidelines (the “

the ISS and Glass Lewis Proxy Voting Guidelines”) and determine, consistent with the best interest of its clients, to provide standing instructions to the Proxy Group to vote proxies according to the recommendations of ISS or Glass Lewis.

The Investment Manager, however, retains the ability to vote a proxy differently than ISS or Glass Lewis recommends if the Investment Manager determines that it would be in the best interests of Advisory Clients.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1)  As of February 26, 2024, the portfolio managers of the Fund are as follows:

MICHAEL HASENSTAB, Ph.D.

, Senior Vice President of Franklin Advisers

Dr. Hasenstab has been a lead portfolio manager of the Fund since 2002. He

has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements.  The degree to which he may perform these functions, and the nature of these functions, may change from time to time.

  He first joined Franklin Templeton Investments in 1995, rejoining again in 2001 after a three-year leave to obtain his PH.D.

Calvin Ho, Ph.D.,

Senior Vice President of Franklin Advisers

Dr. Ho has been a portfolio manager of the Fund since December 2018. He provides

research and advice on the purchases and sales of individual securities and portfolio risk assessment. He joined Franklin Templeton Investments in 2005.

(a)(2)  This section reflects information about the portfolio managers as of the fiscal year ended December 31, 2023.

The following table shows the number of other accounts managed by each portfolio manager and the total assets in the accounts managed within each category:

Name	Number of Other Registered Investment Companies Managed1	Assets of Other Registered Investment Companies Managed (x $1 million)1	Number of Other Pooled Investment Vehicles Managed1	Assets of Other Pooled Investment Vehicles Managed (x $1 million)1	Number of Other Accounts Managed1	Assets of Other Accounts Managed (x $1 million)1
Michael Hasenstab	9	8,054.1	302	10,313.0	102	3,730.4
Calvin Ho	9	8,054.1	18	9,111.3	1	0.0

1.

The various pooled investment vehicles and accounts listed are managed by a team of

investment professionals. Accordingly, the individual manager listed would not be solely responsible for managing such listed amounts.

2.

Dr. Hasenstab manages Pooled Investment Vehicles and Other Accounts with $1,971 in total assets with a performance fee.

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation (as noted in the chart above, if any). This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

Conflicts.

  The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The investment manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. As noted above, the separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The investment manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the investment manager have adopted a code of ethics which they believe contains provisions designed to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

The investment manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

Compensation.

  The investment manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually, and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

Base salary

  Each portfolio manager is paid a base salary.

Annual bonus

  Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Resources and mutual funds advised by the investment manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the investment manager and/or other officers of the investment manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

•

Investment performance.

 Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

•

Non-investment performance

.  The more qualitative contributions of the portfolio manager to the investment manager’s business and the investment management team, including professional knowledge, productivity, responsiveness to client needs and communication, are evaluated in determining the amount of any bonus award.

•

Responsibilities.

  The characteristics and complexity of funds managed by the portfolio manager are factored in the investment manager’s appraisal.

Additional long-term equity-based compensation

  Portfolio managers may also be awarded restricted shares or units of Resources stock or restricted shares or units of one or more mutual funds. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

Benefits

  Portfolio managers also participate in benefit plans and programs available generally to all employees of the investment manager.

Ownership of Fund shares.

  The investment manager has a policy of encouraging portfolio managers to invest in the funds they manage. Exceptions arise when, for example, a fund is closed to new investors or when tax considerations or jurisdictional constraints cause such an investment to be inappropriate for the portfolio manager. The following is the dollar range of Fund shares beneficially owned by the portfolio managers (such amounts may change from time to time):

Portfolio Manager	Dollar Range of Fund Shares Beneficially Owned
Michael Hasenstab	None
Calvin Ho	None

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. 

	(a)	(b)	(c)	(d)
Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Program	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1 (7/1/23 - 7/31/23)	-	-	-	4,172,325.00
Month #2 (8/1/23 - 8/31/23)	-	-	-	4,172,325.00
Month #3 (9/1/23 - 9/30/23)	33,787	4.67	33,787	4,138,538.00
Month #4 (10/1/23 - 10/31/23)	77,880	4.53	77,880	4,060,658.00
Month #5 (11/1/23 - 11/30/23)	38,333	4.78	38,333	4,022,325.00
Month #6 (12/1/23 - 12/31/23)	-	-	-	4,022,325.00
Total	150,000.000		150,000.000

The Board previously authorized an open-market share repurchase program pursuant to which the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. Effective February 26, 2013, the Board approved a modification to the Fund’s previously announced open-market share repurchase program to authorize the Fund to repurchase up to 10% of the Fund’s shares outstanding in open market transactions as of that date, at the discretion of management. Since the inception of the program, the Fund had repurchased a total of 1,380,500shares.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.

Item 11. Controls and Procedures.

(a)

 Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

(b)

 Changes in Internal Controls. There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company.
 

Securities lending agent

The board of trustees has approved the Fund’s participation in a securities lending program. Under the securities lending program, JP Morgan Chase Bank serves as the Fund’s securities lending agent.

The securities lending agent is responsible for the implementation and administration of the Funds’ securities lending program. Pursuant to the respective Securities Lending Agreements with the Fund, the securities lending agent performs a variety of services, including (but not limited to) the following:

o Trade finding, execution and settlement

o Settlement monitoring and controls, reconciliations, corporate actions and recall management

o Collateral management and valuation information

o Invoice management and billing from counterparties

For the fiscal year ended December 31, 2023, the income earned by the Fund as well as the fees and/or compensation paid by the Fund in dollars pursuant to a securities lending agreement between the Trust with respect to the Fund and the Securities Lending Agent were as follows (figures may differ from those shown in shareholder reports due to time of availability and use of estimates):

Gross income earned by the Fund from securities lending activities	$-
Fees and/or compensation paid by the Fund for securities lending activities and related services
Fees paid to Securities Lending Agent from revenue split	$-
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) not included in a revenue split	$-
Administrative fees not included in a revenue split	$-
Indemnification fees not included in a revenue split	$-
Rebate (paid to borrower)	$-
Other fees not included above	$-
Aggregate fees/compensation paid by the Fund for securities lending activities	$-
Net income from securities lending activities	$-

Item 13. Recovery of Erroneously Awarded Compensation.

(a) N/A

(b) N/A

Item 14. Exhibits.

(a)(1) Code of Ethics

codeofethics

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief Accounting Officer and Treasurer

section302

(a)(2)(1) There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.

(a)(2)(2) There was no change in the Registrant’s independent public accountant during the period covered by the report.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief Accounting Officer and Treasurer

section906

(c) Pursuant to the Securities and Exchange Commission’s Order granting relief from Section 19(b) of the Investment Company Act of 1940, the 19(a) Notices to Beneficial Owners are attached hereto as Exhibit

pressrelease

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TEMPLETON EMERGING MARKETS INCOME FUND

By S\CHRISTOPHER KINGS _________________

Christopher Kings

      Chief Executive Officer - Finance and Administration

Date  February 26, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By S\CHRISTOPHER KINGS _________________

Christopher Kings

      Chief Executive Officer - Finance and Administration

Date  February 26, 2024

By S\JEFFREY WHITE______________________

      Jeffrey White

      Chief Financial Officer, Chief Accounting Officer and Treasurer

Date  February 26, 2024