FORM 8-A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEMPLETON EMERGING MARKETS FUND
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-2767040
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(State of Incorporation) (I.R.S. Employer Identification No.)
500 East Broward Boulevard, Suite 2100
Fort Lauderdale, Florida 33394-3091
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(Address of Principal (Zip Code)
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
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Shares of beneficial interest, New York Stock Exchange, Inc.
without par value Pacific Exchange, Inc.
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The following is a brief outline description of the securities and related
rights, privileges and features of Templeton Emerging Markets Fund (the
"Registrant"). The title of the capital stock to be registered is shares of
beneficial interest, without par value (the "Shares"). The Registrant is a
Delaware statutory trust (formerly referred to as a Delaware business trust) and
the number of Shares that is authorized is unlimited. The Board of Trustees, on
behalf of the Registrant, may acquire and hold as treasury shares, reissue for
such consideration and on such terms as it may determine, or cancel, at its
discretion from time to time, any outstanding Shares reacquired by the
Registrant.
Shareholders of the Registrant ("Shareholders") are entitled to receive
dividends and distributions, when, if and as declared by the Board of Trustees
of the Registrant. Dividends may be paid in cash or in kind. No outstanding
Share shall have any priority or preference over any other outstanding Share
with respect to dividends or distributions paid in the ordinary course of
business or distributions upon dissolution of the Registrant.
Shareholders shall have no preemptive or other right to subscribe for new
or additional authorized, but unissued Shares or other securities issued by the
Registrant. The Board of Trustees may from time to time divide or combine the
outstanding Shares into a greater or lesser number of outstanding Shares. Any
such division or combination may not materially change the proportionate
beneficial interest of Shareholders at the time of such division or combination
or materially affect the rights of Shareholders.
Voting Rights. Subject to any provision of the Registrant's Agreement and
Declaration of Trust ("Declaration of Trust") and By-Laws or applicable law that
requires a different vote: (1) in all matters other than the election of
Trustees, the affirmative vote at a Shareholders' meeting at which a quorum is
present (a) of 67% or more of the voting securities present in person or
represented by proxy at such meeting, if the holders of more than 50% of the
outstanding voting securities of the Registrant are present or represented by
proxy; or (b) of more than 50% of the outstanding voting securities of the
Registrant, whichever is the less, is the act of the Shareholders
("Shareholders' Majority Vote"); and (2) Trustees are elected by not less than a
plurality of the votes cast of the holders of outstanding Shares entitled to
vote present in person or represented by proxy at a Shareholders' meeting at
which a quorum is present. A majority of the outstanding Shares entitled to vote
at a Shareholders' meeting, which are present in person or represented by proxy,
constitutes a quorum, except when a larger quorum is required by applicable law
or the requirements of any securities exchange on which outstanding Shares are
listed for trading. Shareholders are not entitled to cumulative voting in the
election of Trustees or on any other matter. Subject to certain provisions
contained in the Declaration of Trust, the following actions require the
approval of the Board of Trustees and the affirmative vote of the holders of 75%
of the outstanding Shares entitled to vote to approve, adopt or authorize such
action, unless such action has been previously approved, adopted or authorized
by the affirmative vote of 66 2/3% of the Board of Trustees, in which case the
Shareholder vote set forth in (1) above is required: (x) any of the following
extraordinary transactions with respect to the Registrant: dissolution, merger,
consolidation, conversion, or reorganization; or (y) a reclassification of the
Registrant from a closed-end investment company to an open-end investment
company. An amendment of the provisions of the Declaration of Trust regarding
(i) number, classification, election, term, removal, resignation, powers, action
by written consent, quorum for meetings and required vote of the Board of
Trustees, (ii) Shareholders' voting powers, quorum for meetings, required vote
and action by written consent, (iii) limitations on liabilities and
indemnification of Trustees, officers, employees and other agents of the
Registrant and shareholder derivative actions, (iv) extraordinary transactions
referenced in (x) above and the reclassifications referenced in (y) above, and
(v) amendment of the Registrant's Declaration of Trust, require the approval of
the Board of Trustees and the affirmative vote of the holders of 66 2/3% of the
outstanding Shares entitled to vote, unless such action has previously been
approved, adopted or authorized by the affirmative vote of 66 2/3% of the Board
of Trustees, in which case a Shareholder Majority Vote shall be required.
Certain provisions of the Declaration of Trust and By-Laws of the
Registrant may be amended, and other actions may be taken, that could effect a
modification in the rights of Shareholders otherwise than by a vote of a
majority or more of the Shares of the Registrant outstanding, voting as a class.
The provisions regarding voting described above with respect to which action may
be taken by the affirmative vote of 67% or more of the voting securities present
in person or represented by proxy at a Shareholders' meeting, if the holders of
more than 50% of the outstanding voting securities of the Registrant are present
or represented by proxy, permit actions, including actions that may modify the
rights of Shareholders, to be taken otherwise than by a vote of a majority or
more of the shares of the Registrant outstanding, voting as a class. Also,
subject to the provisions described herein, the Registrant's Declaration of
Trust may be restated and/or amended at any time by the Board of Trustees,
without approval of the Shareholders, with respect to, but not limited to, the
following provisions: (a) provisions of the Declaration of Trust related to the
shares of beneficial interest of the Registrant, including authorization of such
Shares, issuance and sale of such Shares, repurchase of outstanding Shares,
transferability of outstanding Shares, dividends and distributions to
Shareholders, preemptive rights, divisions or recombinations of outstanding
Shares, the status of outstanding Shares and limitations of personal liability
of Shareholders, (b) elections regarding the tax status of Registrant, (c) the
creation and designation of series and classes of shares of beneficial interest,
and (d) indemnification of Shareholders. The By-Laws of the Registrant may be
amended, restated or repealed or new By-Laws may be adopted by: (1) a
Shareholder Majority Vote; or (2) the affirmative vote of not less than a
majority of the Trustees present at a meeting of the Board of Trustees at which
a quorum is present. The Declaration of Trust and By-Laws may also be amended or
replaced pursuant to any agreement of merger or consolidation, without a
Shareholder vote, if the merger or consolidation complies with the terms and
conditions of Article VIII, Section 3(a) of the Declaration of Trust and Title
12, Section 3815(f) of the Delaware Code, as amended.
The voting provisions described above regarding the following extraordinary
transactions with respect to the Registrant: a dissolution, merger,
consolidation, conversion, or reorganization, would have the effect of delaying,
deferring or preventing a change in control of the Registrant unless such
transaction has been previously approved, adopted or authorized by the
affirmative vote of 66 2/3% of the Board of Trustees. In addition, the
classification of the Board of Trustees, as described below, would also have the
effect of delaying, deferring or preventing a change in control of the
Registrant.
Classification of Board. The Declaration of Trust provides that the Board
of Trustees will be divided into three classes, with the term of office of one
class expiring each year. Trustees of the first class will be elected to hold
office for a term expiring at the next succeeding annual meeting at the time
such Trustees' successors are elected; Trustees of the second class will be
elected to hold office for a term expiring at the second succeeding annual
meeting at the time such Trustees' successors are elected; and Trustees of the
third class will be elected to hold office for a term expiring at the third
succeeding annual meeting at the time such Trustees' successors are elected.
Thereafter, at each annual meeting of Shareholders, the successors to the class
of Trustees whose term will then expire will be elected to hold office for a
term expiring at the third succeeding annual meeting.
Repurchases of Shares With Shareholder Consent. The Registrant may
repurchase outstanding Shares on the open market or such outstanding Shares as
are tendered by any Shareholder for repurchase pursuant to a repurchase offer or
tender offer, if any, made by the Registrant periodically or from time to time.
The repurchase price may in any case or cases be paid wholly or partly in kind
if the Board of Trustees determines that such payment is advisable in the
interest of the remaining Shareholders.
Repurchase of Shares Without Shareholder Consent. The Registrant has the
right at its option and at any time, subject to applicable law, to repurchase
outstanding Shares of any Shareholder at a price that is in accordance with the
terms of the Declaration of Trust, the By-Laws and other applicable law: (a) if
at such time, the Shareholder owns outstanding Shares having an aggregate net
asset value of less than an amount determined from time to time by the Trustees;
or (b) to the extent that the Shareholder owns outstanding Shares equal to or in
excess of a percentage of the outstanding Shares determined from time to time by
the Trustees.
Transfer of Shares. Outstanding Shares are transferable only on the record
books of the Registrant by the person in whose name such Shares are registered,
or by his or her duly authorized attorney-in-fact or representative. The
Registrant, its transfer agent or other duly authorized agents may refuse any
requested transfer of outstanding Shares, or request additional evidence of
authority, in the Registrant's, transfer agent's or other duly authorized
agent's sole discretion.
ITEM 2. EXHIBITS
Exhibit No. Exhibit
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1. Certificate of Trust
2. Agreement and Declaration of Trust
3. By-Laws
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
TEMPLETON EMERGING MARKETS FUND
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(Registrant)
Date October 25, 2002 By/s/BARBARA J. GREEN
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Name: Barbara J. Green
Title: Vice President and Secretary