n-qteipe053114.htm - Generated by SEC Publisher for SEC Filing

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF

REGISTERED MANAGEMENT INVESTMENT COMPANY

 

 

Investment Company Act file number 811-07866

 

Templeton Emerging Markets Income Fund

(Exact name of registrant as specified in charter)

 

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

 (Address of principal executive offices) (Zip code)

 

Craig S. Tyle, 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:   8/31      

 

Date of reporting period: _05/31/14_ 

 

 

Item 1. Schedule of Investments.

 

 


 

Templeton Emerging Markets Income Fund

Statement of Investments, May 31, 2014 (unaudited)

  Principal Amount*     Value
Foreign Government and Agency Securities 53.7%        
Argentina 1.6%        
Government of Argentina, senior bond, 7.00%, 10/03/15 11,790,000   $ 11,325,933
 
Bosnia & Herzegovina 0.6%        
aGovernment of Bosnia & Herzegovina, FRN, 1.188%, 12/11/17 6,937,440   DEM 4,364,061
 
Brazil 9.6%        
Letra Tesouro Nacional, Strip, 1/01/15 2,333 b BRL 978,286
cNota Do Tesouro Nacional, Index Linked, 6.00%,        
5/15/15 22,323 b  BRL  24,563,104
8/15/16 7,319 b  BRL  8,046,155
5/15/17 134 b  BRL  147,707
8/15/18 12,345 b  BRL  13,602,425
5/15/45 17,820 b  BRL  19,487,827
        66,825,504
Croatia 1.3%        
dGovernment of Croatia, 144A, 6.75%, 11/05/19 7,920,000     8,934,750
 
El Salvador 0.4%        
dGovernment of El Salvador, 144A, 7.65%, 6/15/35 2,650,000     2,834,838
 
Georgia 0.5%        
dGovernment of Georgia, 144A, 6.875%, 4/12/21 3,050,000     3,477,000
 
Ghana 5.3%        
Government of Ghana,        
13.00%, 6/02/14 9,110,000   GHS 3,025,328
14.00%, 10/13/14 210,000   GHS 67,272
24.00%, 5/25/15 7,690,000   GHS 2,531,827
21.00%, 10/26/15 3,257,000   GHS 1,030,689
19.24%, 5/30/16 11,745,000   GHS 3,562,500
24.44%, 5/29/17 1,160,000   GHS 385,190
23.00%, 8/21/17 11,930,000   GHS 3,769,666
19.04%, 9/24/18 14,300,000   GHS 3,996,070
d144A, 8.50%, 10/04/17 2,029,000     2,154,818
d144A, 7.875%, 8/07/23 15,169,086     14,856,224
eReg S, 8.50%, 10/04/17 1,559,000     1,655,673
        37,035,257
Hungary 3.9%        
Government of Hungary,        
4.125%, 2/19/18 2,040,000     2,112,675
5.375%, 2/21/23 3,750,000     4,012,594
senior note, 6.375%, 3/29/21 15,000,000     17,100,000
esenior note, Reg S, 3.50%, 7/18/16 190,000   EUR 267,597
esenior note, Reg S, 4.375%, 7/04/17 560,000   EUR 811,439
esenior note, Reg S, 5.75%, 6/11/18 1,255,000   EUR 1,918,323
esenior note, Reg S, 3.875%, 2/24/20 535,000   EUR 759,223
        26,981,851
Indonesia 3.4%        
Government of Indonesia,        
FR31, 11.00%, 11/15/20 134,139,000,000   IDR 13,307,971
FR36, 11.50%, 9/15/19 40,000,000,000   IDR 3,978,056
FR40, 11.00%, 9/15/25 58,140,000,000   IDR 5,939,844
senior bond, FR53, 8.25%, 7/15/21 5,281,000,000   IDR 459,431
        23,685,302
Iraq 3.7%        
dGovernment of Iraq, 144A, 5.80%, 1/15/28 27,190,000     25,873,052

 

Quarterly Statement of Investments | See Notes to Statement of Investments.


 

Templeton Emerging Markets Income Fund        
 
Statement of Investments, May 31, 2014 (unaudited) (continued)        
 
Lithuania 0.3%        
dGovernment of Lithuania, 144A, 7.375%, 2/11/20 1,700,000     2,096,355
 
Mexico 1.6%        
Government of Mexico,        
7.00%, 6/19/14 93,900 f MXN 731,862
9.50%, 12/18/14 626,140 f MXN 5,026,551
6.00%, 6/18/15 8,680 f MXN 69,125
8.00%, 12/17/15 250,400 f MXN 2,071,338
6.25%, 6/16/16 159,350 f MXN 1,296,961
7.25%, 12/15/16 259,750 f MXN 2,176,110
        11,371,947
Mongolia 0.9%        
dGovernment of Mongolia, senior note, 144A, 5.125%, 12/05/22 7,100,000     6,416,235
 
Nigeria 0.7%        
Government of Nigeria, 13.05%, 8/16/16 740,980,000   NGN 4,637,477
 
Serbia 3.9%        
dGovernment of Serbia, senior note, 144A, 7.25%, 9/28/21 11,080,000     12,901,995
Serbia Treasury Bond, 10.00%,        
6/27/16 65,340,000   RSD 779,980
8/15/16 26,900,000   RSD 320,746
11/21/18 13,450,000   RSD 155,576
Serbia Treasury Note, 10.00%,        
4/27/15 780,000,000   RSD 9,311,747
9/14/15 205,300,000   RSD 2,457,600
1/30/16 3,510,000   RSD 41,942
5/22/16 17,420,000   RSD 206,406
10/17/16 15,050,000   RSD 179,185
12/19/16 15,400,000   RSD 183,089
5/08/17 10,040,000   RSD 118,862
11/08/17 36,330,000   RSD 427,728
3/20/21 23,990,000   RSD 258,385
        27,343,241
Slovenia 0.6%        
dGovernment of Slovenia, senior note, 144A, 5.85%, 5/10/23 3,370,000     3,783,314
 
Sri Lanka 4.5%        
Government of Sri Lanka,        
8.25%, 3/01/17 18,920,000   LKR 146,033
10.60%, 7/01/19 9,100,000   LKR 74,406
11.20%, 7/01/22 31,680,000   LKR 259,708
d144A, 7.40%, 1/22/15 3,500,000     3,613,750
d144A, 5.875%, 7/25/22 7,750,000     7,987,344
A, 11.25%, 7/15/14 354,200,000   LKR 2,730,179
A, 11.75%, 3/15/15 3,840,000   LKR 30,492
A, 6.50%, 7/15/15 108,070,000   LKR 823,566
A, 11.00%, 8/01/15 607,700,000   LKR 4,857,126
A, 8.50%, 11/01/15 65,580,000   LKR 511,149
A, 6.40%, 8/01/16 49,800,000   LKR 373,256
A, 5.80%, 1/15/17 51,000,000   LKR 371,348
A, 7.50%, 8/15/18 11,760,000   LKR 86,979
A, 8.00%, 11/15/18 230,150,000   LKR 1,717,044
A, 9.00%, 5/01/21 387,750,000   LKR 2,880,486
B, 6.60%, 6/01/14 29,500,000   LKR 226,243
B, 6.40%, 10/01/16 53,200,000   LKR 396,517
B, 8.50%, 7/15/18 65,800,000   LKR 505,108
C, 8.50%, 4/01/18 200,870,000   LKR 1,542,833
D, 8.50%, 6/01/18 284,830,000   LKR 2,186,922
        31,320,489
gSupranational 0.8%        
eEastern & Southern African Trade and Development Bank, Reg S, 6.875%, 1/09/16 5,000,000     5,275,000

 


 

  Templeton Emerging Markets Income Fund      
 
  Statement of Investments, May 31, 2014 (unaudited) (continued)      
  Ukraine 5.9%      
  dGovernment of Ukraine,      
  144A, 9.25%, 7/24/17 2,300,000   2,279,875
  144A, 7.75%, 9/23/20 19,840,000   18,743,840
  senior bond, 144A, 7.80%, 11/28/22 3,780,000   3,491,775
  senior note, 144A, 7.95%, 2/23/21 260,000   247,162
  senior note, 144A, 7.50%, 4/17/23 6,080,000   5,594,968
  dKyiv Finance PLC, (City of Kiev), loan participation, senior note, 144A, 9.375%, 7/11/16 12,940,000   11,006,117
        41,363,737
  Vietnam 1.1%      
  dGovernment of Vietnam, 144A, 6.75%, 1/29/20 6,835,000   7,757,520
  Zambia 3.1%      
  dGovernment of Zambia International Bond, 144A,      
  5.375%, 9/20/22 20,000,000   18,612,500
  8.50%, 4/14/24 2,470,000   2,670,687
        21,283,187
  Total Foreign Government and Agency Securities (Cost $378,051,439)     373,986,050
        Quasi-Sovereign and Corporate Bonds 30.3%      
  Canada 1.5%      
  dFirst Quantum Minerals Ltd., senior note, 144A, 7.25%, 5/15/22 10,000,000   10,300,000
  Chile 1.8%      
  dVTR Finance BV, senior secured note, 144A, 6.875%, 1/15/24 12,000,000   12,737,976
  Costa Rica 2.1%      
  dReventazon Finance Trust, secured bond, first lien, 144A, 8.00%, 11/15/33 14,400,000   15,016,491
  Hungary 1.5%      
  dMagyar Export-Import Bank RT, senior note, 144A, 5.50%, 2/12/18 10,000,000   10,684,250
  India 0.6%      
  dICICI Bank Ltd., sub. bond, 144A, 6.375% to 4/30/17, FRN thereafter, 4/30/22 4,100,000   4,264,000
  Kazakhstan 5.0%      
         dHSBK (Europe) BV, senior note, 144A, 7.25%, 5/03/17 26,035,000   28,205,668
  dKazakhstan Temir Zholy Finance BV, senior note, 144A, 6.375%, 10/06/20 6,090,000   6,820,800
        35,026,468
  Mexico 0.9%      
  dCemex SAB de CV, senior secured note, 144A, 9.00%, 1/11/18 4,689,000   5,084,635
        d,hCorporacion GEO SAB de CV, senior note, 144A, 8.875%, 3/27/22 8,420,000   1,010,400
        6,095,035
  Nigeria 2.0%      
  dZenith Bank PLC, senior note, 144A, 6.25%, 4/22/19 13,670,000   13,661,456
  Peru 0.3%      
  dPeru Enhanced Pass-Through Finance Ltd., senior secured bond, A-1, 144A, zero cpn.,      
               5/31/18 2,050,134   1,928,052
  Russia 3.6%      
  dAlfa Bond Issuance PLC (Alfa Bank OJSC), loan participation,      
  secured note, 144A, 7.875%, 9/25/17 6,550,000   7,119,031
  senior note, 144A, 7.75%, 4/28/21 7,900,000   8,497,438
  LUKOIL International Finance BV,      
  d144A, 6.656%, 6/07/22 4,540,000   5,011,025
  eReg S, 6.656%, 6/07/22 3,970,000   4,381,510
        25,009,004
  South Africa 3.5%      
  dEdcon Holdings Pty. Ltd., senior note, 144A, 13.375%, 6/30/19 10,415,000 EUR 13,346,353
  dEdcon Pty. Ltd., senior secured note, 144A, 9.50%,      
  3/01/18 7,250,000   7,272,656

 


 

Templeton Emerging Markets Income Fund        
 
Statement of Investments, May 31, 2014 (unaudited) (continued)        
3/01/18 2,828,000   EUR 3,893,824
        24,512,833
Trinidad and Tobago 0.8%        
Petro Co. of Trinidad and Tobago Ltd., senior note,        
d144A, 9.75%, 8/14/19 4,500,000     5,709,375
eReg S, 9.75%, 8/14/19 210,000     266,438
        5,975,813
Turkey 2.1%        
dTurkiye Is Bankasi, sub. note, 144A, 6.00%, 10/24/22 3,000,000     3,040,260
eWillow No.2, (Yasar Holding SA), loan participation, secured note, Reg S, 9.625%,        
10/07/15 10,900,000     11,322,375
        14,362,635
Ukraine 1.1%        
dFinancing of Infrastructure Projects State Enterprise, 144A, 8.375%, 11/03/17 2,000,000     1,840,000
eState Export-Import Bank of Ukraine, (BIZ FIN), loan participation, Reg S, 8.75%,        
1/22/18 6,405,000     5,644,406
        7,484,406
United Arab Emirates 2.2%        
dDP World Ltd., 144A, 6.85%, 7/02/37 13,500,000     15,274,710
United States 1.3%        
General Electric Capital Corp., senior note, A, 8.50%, 4/06/18 101,000,000   MXN 8,824,675
 
Total Quasi-Sovereign and Corporate Bonds (Cost $204,742,051)       211,157,804
Credit-Linked Notes (Cost $758,490) 0.1%        
Ukraine 0.1%        
dING Americas Issuance BV (Government of Ukraine), 144A, 5.50%, 8/25/15 7,412,100   UAH 545,829
 
Total Investments before Short Term Investments (Cost $583,551,980)       585,689,683
 
Short Term Investments 10.5%        
Foreign Government and Agency Securities 2.8%        
Mexico 2.5%        
iMexico Treasury Bills,        
12/11/14 9,820,640 j MXN 7,498,663
7/10/14 - 4/01/15 12,941,590 j MXN 9,925,611
        17,424,274
Nigeria 0.3%        
iNigeria Treasury Bills, 4/09/15 - 5/07/15 372,500,000   NGN 2,075,413
 
Total Foreign Government and Agency Securities (Cost $19,270,695)       19,499,687
Total Investments before Money Market Funds (Cost $602,822,675)       605,189,370
  Shares      
Money Market Funds (Cost $53,831,613) 7.7%        
United States 7.7%        
k,lInstitutional Fiduciary Trust Money Market Portfolio 53,831,613     53,831,613
Total Investments (Cost $656,654,288) 94.6%       659,020,983
Other Assets, less Liabilities 5.4%       37,587,346
Net Assets 100.0%     $ 696,608,329

 

*      The principal amount is stated in U.S. dollars unless otherwise indicated.
a      The coupon rate shown represents the rate at period end.
b      Principal amount is stated in 1,000 Brazilian Real Units.
c      Redemption price at maturity is adjusted for inflation.

 

Templeton Emerging Markets Income Fund
Statement of Investments, May 31, 2014 (unaudited) (continued)
d Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and 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. These securities have been deemed liquid under guidelines approved by the Fund's Board of Trustees. At
May 31, 2014, the aggregate value of these securities was $346,598,348, representing 49.76% of net assets.
e Security was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States.
Such a security 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. These securities have been deemed liquid under guidelines approved by the Fund's Board of Trustees. At May 31, 2014, the aggregate value of these
securities was $32,301,984, representing 4.64% of net assets.
f Principal amount is stated in 100 Mexican Peso Units.
g A supranational organization is an entity formed by two or more central governments through international treaties.
h Defaulted security or security for which income has been deemed uncollectible.
i The security is traded on a discount basis with no stated coupon rate.
j Principal amount is stated in 10 Mexican Peso Units.
k Non-income producing.
l The Institutional Fiduciary Trust Money Market Portfolio is an affiliated open-end management investment company.

At May 31, 2014, the Fund had the following forward exchange contracts outstanding. See Note 3.            
 
Forward Exchange Contracts                    
 
        Contract   Settlement   Unrealized   Unrealized  
Currency Counterpartya Type Quantity Amount*   Date   Appreciation   Depreciation  
Euro DBAB Sell 1,506,000 1,986,384   6/06/14 $ - $ (66,643 )
South Korean Won JPHQ Buy 7,297,662,505 6,426,827   6/09/14   719,103   -  
Polish Zloty DBAB Buy 16,600,000 3,744,980 EUR 7/07/14   348,281   -  
Malaysian Ringgit DBAB Buy 2,499,000 772,966   7/18/14   2,349   -  
Malaysian Ringgit DBAB Buy 3,942,000 1,213,745   7/22/14   9,014   -  
Malaysian Ringgit DBAB Buy 4,793,000 1,488,186   7/25/14   -   (1,683 )
Malaysian Ringgit JPHQ Buy 5,039,000 1,546,512   7/30/14   15,864   -  
Euro CITI Sell 358,630 477,870   8/11/14   -   (11,028 )
Euro DBAB Sell 359,450 477,181   8/15/14   -   (12,836 )
Euro MSCO Sell 907,070 1,203,673   8/15/14   -   (32,882 )
Euro DBAB Sell 1,347,000 1,798,972   8/20/14   -   (37,325 )
Euro JPHQ Sell 2,260,000 3,021,157   8/21/14   -   (59,791 )
Euro BZWS Sell 1,604,997 2,151,643   8/25/14   -   (36,382 )
Euro DBAB Sell 9,366,031 12,507,398   8/29/14   -   (260,994 )
Euro DBAB Sell 266,000 360,124   11/10/14   -   (2,563 )
Euro BZWS Sell 10,415,000 14,005,051   11/14/14   -   (195,788 )
Euro MSCO Sell 907,070 1,220,721   11/17/14   -   (16,076 )
Euro SCNY Sell 628,500 854,138   1/13/15   -   (2,965 )
Japanese Yen CITI Sell 624,500,000 5,970,934   1/13/15   -   (175,628 )
Japanese Yen SCNY Sell 1,873,240,000 17,929,173   1/14/15   -   (508,134 )
Japanese Yen HSBK Sell 1,620,890,000 15,585,481   1/15/15   -   (368,235 )
Japanese Yen DBAB Sell 626,420,000 6,060,155   1/16/15   -   (105,486 )
Japanese Yen SCNY Sell 1,770,880,000 17,139,345   1/16/15   -   (290,827 )
Euro BZWS Sell 2,547,416 3,480,623   1/27/15   6,501   -  
Euro SCNY Sell 362,390 497,671   2/26/15   3,404   -  
Ghanaian Cedi BZWS Buy 1,780,000 574,194   3/10/15   -   (72,816 )
Euro DBAB Sell 3,345,000 4,604,393   3/31/15   41,403   -  
Ghanaian Cedi BZWS Buy 1,395,324 423,467   4/07/15   -   (36,912 )
Euro HSBK Sell 826,000 1,138,786   4/10/15   11,967   -  
Euro DBAB Sell 688,000 949,626   4/13/15   11,051   -  
Euro SCNY Sell 413,000 570,861   4/13/15   7,444   -  
Euro GSCO Sell 910,000 1,253,980   5/13/15   12,374   -  

 


 

Templeton Emerging Markets Income Fund

Statement of Investments, May 31, 2014 (unaudited) (continued)

Euro GSCO Sell 2,753,000 3,792,092 5/14/15 35,877   -  
Unrealized appreciation (depreciation)         1,224,632   (2,294,994 )
Net unrealized appreciation (depreciation)           $ (1,070,362 )

 

aMay be comprised of multiple contracts using the same currency and settlement date.
*In U.S. dollars unless otherwise indicated.

At May 31, 2014, the Fund had the following interest rate swap contracts outstanding. See Note 3.

Interest Rate Swap Contracts                  
 
  Counterparty/ Expiration   Notional Unrealized     Unrealized  
Description Exchange Date   Amount Appreciation   Depreciation  
Centrally Cleared Swaps                  
Receive Floating rate 3-month USD BBA LIBOR Pay DBAB 10/04/23 $ 22,650,000 $ - $ (614,626 )
Fixed rate 2.775%                  
  DBAB 10/04/23   22,650,000   -   (654,387 )
Receive Floating rate 3-month USD BBA LIBOR Pay                  
Fixed rate 2.795%                  
  HSBK 10/07/23   22,650,000   -   (586,563 )
Receive Floating rate 3-month USD BBA LIBOR Pay                  
Fixed rate 2.765%                  
  DBAB 10/04/43   11,010,000   -   (827,975 )
Receive Floating rate 3-month USD BBA LIBOR Pay                  
Fixed rate 3.668%                  
  DBAB 10/04/43   11,010,000   -   (868,878 )
Receive Floating rate 3-month USD BBA LIBOR Pay                  
Fixed rate 3.687%                  
  HSBK 10/07/43   11,010,000   -   (840,319 )
Receive Floating rate 3-month USD BBA LIBOR Pay                  
Fixed rate 3.675%                  
  CITI 12/23/43   6,500,000   -   (795,670 )
Receive Floating rate 3-month USD BBA LIBOR Pay                  
Fixed rate 3.849%                  
Centrally Cleared Swaps unrealized appreciation (depreciation)           -   (5,188,418 )
 
 
OTC Swaps                  
  CITI 4/21/21 $ 7,900,000 $ - $ (725,728 )
Receive Floating rate 3-month USD BBA LIBOR Pay                  
Fixed rate 3.440%                  
OTC Swaps unrealized appreciation (depreciation)           -   (725,728 )
Total Interest Rate Swaps unrealized appreciation                  
(depreciation)           -   (5,914,146 )
Net unrealized appreciation (depreciation)             $ (5,914,146 )

 


 

Templeton Emerging Markets Income Fund

Statement of Investments, May 31, 2014 (unaudited) (continued)

ABBREVIATIONS
 
 
Counterparty
 
 
BZWS - Barclays Bank PLC
CITI - Citibank N.A.
DBAB - Deutsche Bank AG
GSCO - The Goldman Sachs Group, Inc.
HSBK - HSBC Bank PLC
JPHQ - JPMorgan Chase Bank N.A.
MSCO - Morgan Stanley and Co. Inc.
SCNY - Standard Chartered Bank
 
Currency    
 
BRL - Brazilian Real
DEM - Deutsche Mark
EUR - Euro
GHS - Ghanaian Cedi
IDR - Indonesian Rupiah
LKR - Sri Lankan Rupee
MXN - Mexican Peso
NGN - Nigerian Naira
RSD - Serbian Dinar
UAH - Ukraine Hryvnia
Selected Portfolio
 
FRN - Floating Rate Note

 


 

Templeton Emerging Markets Income Fund

Notes to Statement of Investments (unaudited)

1. ORGANIZATION

Templeton Emerging Markets Income Fund (Fund) is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company.

2. 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 at the close of the New York Stock Exchange (NYSE), generally at 4 p.m. Eastern time (NYSE close) on each day the NYSE is open for trading. Under compliance policies and procedures approved by the Fund’s Board of Trustees (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional Valuation and Liquidity Oversight Committee (VLOC). The VLOC provides administration and oversight of the Fund's valuation policies and procedures, which are approved annually by the Board. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Debt securities generally trade in the over-the-counter (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 the NYSE close on the date that the values of the foreign debt securities are determined. Investments in open-end mutual funds are valued at the closing net asset value.

Derivative financial instruments (derivatives) listed on an exchange are valued at the official closing price of the day. Certain derivatives 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 VLOC convenes on a regular basis to review such financial instruments and considers a number of factors, including significant unobservable valuation inputs, when arriving at fair value. The VLOC primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, 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 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. The VLOC employs various methods for calibrating these valuation approaches including a regular review of key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before the daily NYSE close. In addition, trading in certain foreign markets may not take place on every NYSE business day. Occasionally, events occur between the time at which trading in a foreign security is completed and the close of the NYSE 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 the close of the NYSE. In order to minimize the potential for these differences, the VLOC monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.

Also, when the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the NYSE is closed, 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 significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

3. DERIVATIVE FINANCIAL INSTRUMENTS

The Fund invested in derivatives 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.

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. 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. 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 the 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 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.

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 for 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. Over the term of the contract, contractually required payments to be paid and to be received are accrued daily and recorded as unrealized depreciation and appreciation until the payments are made, at which time they are realized.

4. INCOME TAXES

At May 31, 2014, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

Cost of investments $ 659,657,337  
 
Unrealized appreciation $ 39,159,633  
Unrealized depreciation   (39,795,987 )
Net unrealized appreciation (depreciation) $ (636,354 )

 

5. 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:

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement.

A summary of inputs used as of May 31, 2014, in valuing the Fund’s assets and liabilities carried at fair value, is as follows:


 

    Level 1   Level 2   Level 3   Total
Assets:                
Investments in Securities:                
Foreign Government and Agency Securitiesa $ - $ 373,986,050 $ - $ 373,986,050
Quasi-Sovereign and Corporate Bondsa   -   196,141,313   15,016,491   211,157,804
Credit-Linked Notes   -   545,829   -   545,829
Short Term Investments   53,831,613   19,499,687   -   73,331,300
Total Investments in Securities $ 53,831,613 $ 590,172,879 $ 15,016,491 $ 659,020,983
 
Other Financial Instruments:                
Forw ard Exchange Contracts $ - $ 1,224,632 $ - $ 1,224,632
 
Liabilities:                
Other Financial Instruments:                
Forw ard Exchange Contracts $ - $ 2,294,994 $ - $ 2,294,994
Sw ap Contracts   -   5,914,146   -   5,914,146
Total Other Financial Instruments $ - $ 8,209,140 $ - $ 8,209,140
 
a For detailed categories, see the accompanying Statement of Investments.            

 

A reconciliation of assets in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 financial instruments at the end of the period. The reconciliation of assets for the nine months ended May 31, 2014, is as follows:

                                Net Change in
                                Unrealized
  Balance at                             Appreciation
  Beginning of           Transfers Into Cost Basis Net Realized Gain   Net Unrealized Gain   Balance at End of   (Depreciation) on
  Period   Purchases   Sales   (Out of) Level 3 Adjustments   (Loss)   (Loss)   Period   Assets Held at Period
Assets:                                
Investments in Securities:                                
Quasi-Sovereign and Corporate Bonds $ - $ 14,400,000 $ - $ - $ - $ - $ 616,491 $ 15,016,491 $ 616,491

 

Significant unobservable valuation inputs developed by the VLOC for material Level 3 financial instruments and impact to fair value as a result of changes in unobservable valuation inputs as of May 31, 2014, are as follows:

            Impact to
            Fair Value if
            Input
Description   Fair Value at End of Period Valuation Technique Unobservable Inputs Amount Increasesa
Assets:            
Investments in Securities:            
Quasi-Sovereign and Corporate Bonds     Discounted cash flow      
  $ 15,016,491 model Discount rate   7.5% Decreaseb

 

a Represents the directional change in the fair value of the Level 3 financial instruments that w ould result from a significant and reasonable increase in the corresponding input. A significant and reasonable decrease in input w ould have the opposite effect. Significant impacts, if any, to fair value and/or net assets have been indicated.

b Represents a significant impact to fair value and net assets.

6. NEW ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-11, Transfers and Servicing (Topic 860), Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The ASU changes the accounting for certain repurchase agreements and expands disclosure requirements related to repurchase agreements, securities lending, repurchase-to-maturity and similar transactions. The ASU is effective for interim and annual reporting periods beginning after December 15, 2014. Management is currently evaluating the impact, if any, of applying this provision.

7. SUBSEQUENT EVENTS

The Fund has evaluated subsequent events through the issuance of the Statement of Investments and determined that no events have occurred that require disclosure.


 

For additional information on the Fund's significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.


 

 

Item 2. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures.  The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934 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 Quarterly Schedule of Portfolio Holdings on Form N-Q, 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 controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Quarterly Schedule of Portfolio Holdings on Form N-Q.

 

 

Item 3. Exhibits.

 

(a) Certification pursuant to Section 30a-2 under the Investment Company Act of 1940 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting Officer.

 

 

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/LAURA F. FERGERSON

      Laura F. Fergerson

      Chief Executive Officer –

 Finance and Administration

Date  July 28, 2014

 


 

 

 

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/LAURA F. FERGERSON

      Laura F. Fergerson

      Chief Executive Officer –

 Finance and Administration

Date  July 28, 2014

 

 

 

By /s/MARK H. OTANI

      Mark H. Otani

Chief Financial Officer and

 Chief Accounting Officer

Date  July 28, 2014