SEC Division of Investment Management staff letter: Templeton Emerging Markets Income Fund - Omission of Shareholder Proposal Submitted by The McGowan Group Asset Management Retirement Plan, FBO Spencer McGowan — SEC — US

Stradley Ronon Stevens & Young, LLP STRADLEY Suite 2600 2005 Market Street IIRONON Philadelphia, PA 19103-7018 Telephone 215.564.8000 -�ATTORNEYS AT LAW Fax 215.564.8120 W\ w .stradle.com E. Taylor Brody ebrody@stradley.com 215.564.8071 By Email to IMshareholderproposals@sec.gov Office of the Chief Counsel Division of Investment Management 100 F Street, NE Washington, DC 20549 Re: Exchange Act Rule 14a-8: Omission of Shareholder Proposal from the 2021 Proxy Statement of Templeton Emerging Markets Income Fund Dear Sir or Madam:
We are counsel to Templeton Emerging Markets Income Fund (the "Fund"), a closed-end management investment company registered under the Investment Company Act of 1940 (the "1940 Act") and trading on the New York Stock Exchange (''NYSE") under the ticker symbol "TEI". The Fund has received a shareholder proposal from The McGowan Group Asset Management Retirement Plan, FBO Spencer McGowan (the "Proponent"), for inclusion in the proxy statement and related materials (the "Proxy Statement") associated with the Fund's 202 l Annual Meeting of Shareholders (the "2021 Annual Meeting"). For the reasons discussed below, the Fund intends to omit the Proponent's shareholder proposal from the Proxy Statement, and requests that the staff (the "Staff') of the U.S. Securities and Exchange Commission (the "Commission") confirm that it will not recommend enforcement action to the Commission.
I. Background
The Proponent submitted a shareholder proposal and supporting statement to be included in the Fund's Proxy Statement by letter dated November 25, 2020, attached hereto as Exhibit A (the "Pr oposal"). The Proposal stated:
BE IT RESOLVED, that the shareholders of Templeton Emerging Markets Income Fund, Inc. ("TEI" or the "Fund"), assembled at the annual meeting in person and by proxy, request that the Board of Directors ("Board") authorize and take all steps necessary to pursue a self-tender offer for at least 30% of outstanding common shares of the Fund at net asset value (''NAV"). 4446930v.5

II. Summary ofthe Fund's Position
The Fund believes the Proposal may be excluded from its Proxy Statement for the 2021 Annual Meeting for the following reasons:
I . The Fund may exclude the Proposal pursuant to Rule l 4a-8(b )(1) under the Securities Exchange Act of 1934, as amended (the "1934 Act"), because:

the Proponent does not hold securities entitled to vote on the Proposal as
determined under the Fund's organizational documents; and
ii. the Proponent does not hold securities entitled to vote on the Proposal due to
Proponent's violation ofRule 13d-1 under the 1934 Act.
The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(3) under the 1934 Act
because the Proposal contains materially false and misleading statements contrary to Rule 14a-9 under the 1934 Act. m. Discussion
I. Rule 14a-8(b)(I).
Rule l 4a-8(b )(1) [Question 2] under the 1934 Act states:
In order to be eligible to submit a proposal, [a shareholder] must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal. [Such shareholder] must continue to hold those securities through the date ofthe meeting.
i. The Fundmay exclude the Proposal from its Proxy Statement pursuant
to Rule 14a-8(b)(I) because the Proponent does not holdsecurities entitledto be voted on the Proposal as determined under the Fund's organizational documents. The Fund is a statutory trust formed under the Delaware Statutory Trust Act (the "DSTA"). Under Delaware law, beneficial owners ofa statutory trust such as the Fund are only entitled to vote on those matters as specified in the statutory trust's governing instruments. The Fund's Agreement and Declaration ofTrust dated December 2, 2003, as amended (the "Declaration ofTrust"), clearly and unambiguously states that shareholders ofthe Fund are permitted to vote only on specific matters that are enumerated therein, in the Fund's By-Laws, or as otherwise required by the 1940 Act or other applicable law. Specifically, Article V, Section 1 ofthe Fund's Declaration ofTrust provides:
Voting Powers. The Shareholders shall have the power to vote only (i) for the election ofTrustees and the filling of any vacancies on the Board ofTrustees as set forth herein and in the By-Laws; (ii) for the removal ofTrustees as set forth herein; (iii) on such additional matters as may be required by this Declaration of 4446930v.5

Trust, the By-Laws, the 1940 Act, other applicable law and any registration statement of the Trust filed with the Commission, the registration of which is effective; and (iv) on such other matters as the Board ofTrustees may consider necessary or desirable. (emphasis added) The Proposal asks shareholders ofthe Fund to vote upon a request that the Board undertake a self-tender offer for at least 30% ofoutstanding common shares ofthe Fund, which is not among the enumerated matters on which shareholders are permitted to vote under the Fund's Declaration ofTrust and By-Laws. Further, neither the 1940 Act nor other applicable law nor the Fund's initial registration statement provide shareholders with the ability to vote to compel the Fund to conduct tender offers. Accordingly, the Fund believes that the Proponent's shares are not entitled to vote on the Proposal as required by Rule 14a-8(b)(l). The Staffhas permitted funds to exclude a shareholder proposal similar to the one submitted by the Proponent pursuant to Rule I4a-8(b)(1) in circumstances where the applicable declaration oftrust did not permit a shareholder proponent to vote on the subject ofthe proposal. For example, the Staffissued two no-action letters to the Dividend and Income Fund on April 10, 2020, finding that a shareholder proposal regarding a self-tender offer with a conditional liquidation and a separate proposal to change the voting standard in trustee elections were not matters on which shareholders had the power to vote under the fund's declaration oftrust and therefore were excludable under Rule 14a-8(b)(l).1 Similar to the Fund, the Dividend and Income Fund's declaration oftrust enumerated specific voting rights for shareholders, which did not include the subject matter ofthe applicable shareholder proposaJ. The Proposal and the Fund's detailed organizational document provisions related to the topics on which shareholders may vote mirror the facts for the excludable Dividend and Income Fund shareholder proposals. Indeed, the Staffhas consistently allowed shareholder proposals to be excluded under Rule l 4a-8(b )(1) ifshareholders are not specifically entitled to vote on the proposals. See e.g., First Trust Senior Floating Rate Income Fund II (June 17, 2020) (aJlowing for the exclusion ofa proposal pursuant to Rule 14a-8(b) because the proponent did not hold securities entitled to be voted on the proposal as determined pursuant to the Fund's organizational documents); Senior Housing Properties Trust (Feb. 20, 2018) (concurring with the exclusion ofa proposal because such a matter was not listed as one on which shareholders were entitled to vote in the declaration oftrust); and RAITFinancial Trust (March 10, 2017) ( concurring with the exclusion ofa proposal to externalize the management ofthe company by entering into an advisory agreement with an external adviser under Rule l 4a-8(b)(I) because the proponent did not hold securities entitled to vote on the proposal). The Fund's
Declaration ofTrust and By-Laws do not provide that shareholders are entitled to vote on tender offers. Therefore, the Proponent does not hold shares entitled to be voted on the Proposal in accordance with Rule 14a-8(b)(l). The Fund has concluded that the Proposal should be excluded from its Proxy Statement and requests the Staff's concurrence with this conclusion. See DividendandIncome FundI and DividendandIncome FundII, SEC No-Action Letters (Apr. 10, 2020). 4446930v.S

ii. The Fund may also exclude the Proposal from its Proxy Statement
pursuant to Rule 14a-8(b)(l} as the Proponent does not hold securities entitled to vote on the Proposal due to its violation ofRule l 3d-1. In the materials related to the Proposal, the Proponent, McGowan Group Asset Management, Inc. for the benefit of Spencer McGowan, discloses that it is the beneficial owner of 2,195 common shares ofthe Fund. In addition, in a Form 13F filing filed on November 12, 2020, McGowan Group Asset Management, Inc. reported beneficially owning 3,415,523 shares ofthe Fund as ofSeptember 30, 2020. The Fund believes that the shares beneficially owned by the Proponent and McGowan Group Asset Management, Inc. (together, "McGowan") should be considered together because they are all owned by McGowan Group Asset Management, Inc.2 Although the Proponent's shares are specifically for the benefit of Spencer McGowan, the Fund believes such shares should be deemed to be beneficially owned by McGowan Group Asset Management, Inc. in accordance with Rule 13d-3 under the 1934 Act, which states that:
(a) For the purposes ofsections 13( d) and 13(g) ofthe Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:
(1) Voting power which includes the power to vote, or to direct the voting of, such security; and/or, (2) Investment power which includes the power to dispose, or to direct the disposition of, such security. Factoring in the shares disclosed in the Proposal and in the Form 13F filing described above, the Fund believes that McGowan owned approximately 3,417,718 shares altogether as of the date ofthe Proposal. It therefore appears that McGowan owned approximately 7 .12% ofthe Fund's 47,998,418 total outstanding shares as ofthe date ofthe Proposal. As the holder of7.12% ofthe Fund's shares, the Fund believes that McGowan was in violation ofRule 13d-l(a) at the time the Proposal was submitted. Rule 13d-l(a) requires that:
Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security ofa class which is specified in paragraph (i) ofthis section, is directly or indirectly the beneficial owner of more than five percent of the class shall, within 10 days after the acquisition, file with the Commission, a statement containing the information required by Schedule 13D. At the time when the Proposal was submitted (and also as ofthe date ofthis letter), McGowan had not filed a Schedule 13D or Schedule 13G disclosing its ownership ofthe Fund. As a result, tbe Fund believes that when the Proponent submitted the Proposal, McGowan was in violation of Rule 13d-l(e)(l), which states that:
We note that Schedule A ofMcGowan's Form ADV Part I dated June 30, 2020 lists Mr. McGowan as the sole control person ofMcGowan, and McGowan's Form ADV Part 2 dated March, 2020 states that McGowan is wholly owned by Mr. McGowan. Available at https://adviserinfo.sec.gov/finn/summary/154127. The Fund shares owned by McGowan and Mr. McGowan are therefore all wider common control. 4446930v.5

[A] person that ... is required to report the acquisition but has not yet filed the
schedule, shall immediately become subject to Rules 13d-l(a) and 13d-2(a) and
shall file a statement on Schedule 13D (§ 240.13d-l 01) within 10 days if, and shall remain subject to those requirements for so long as, the person:
(i) Has acquired or holds the securities with a purpose or effect of changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to§ 240.13d-3(b); and (ii) Is at that time the beneficial owner of more than five percent of a class ofequity securities described in § 240. l 3d-l (i). At the time when the Proposal was submitted, McGowan was subject to Rule 13d-l(e)(2), which states that a failure to submit a required filing on Schedule 13D results in the loss ofthe ability to vote the related shares. Accordingly, at the time when the Proposal was submitted, the Proponent did not hold shares entitled to be voted on the Proposal in accordance with Rule 14a-8(b)(l). The Fund has therefore concluded that the Proposal should be excluded from its Proxy Statement and requests the Staff's concurrence with this conclusion.
2. Rule 14a-8(i)(3) andRule 14a-9.
Rule l 4a-8(i)(3) states that a company can exclude a proposal from its proxy materials if it constitutes a "violation ofproxy rules," such as:
[i]f the proposal or supporting statement is contrary to any ofthe Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials[.] The Fund may therefore exclude the Proposal pursuant to Rule 14a-8(i)(3) because the Proposal contains materially false and misleading statements contrary to Rule l 4a-9. The Fund believes that the Proponent has violated Rule 14a-8(i)(3) by not disclosing its apparent violation ofRule 13d-l (as discussed above). Based on the McGowan Schedulel3F filing dated November 12, 2020, the Proponent appears to be in violation ofRule 13d-l(e)(l), yet it failed to disclose in its Proposal that its ownership ofthe Fund's shares violated the 1934 Act, removing the Proponent's ability to vote. The Fund believes that a reasonable shareholder's vote may be influenced by knowing whether the Proponent itself can vote on the Proposal independently and without restriction, and that a reasonable shareholder's vote may also be influenced by knowing that the Proponent is violating the 1934 Act with respect to the disclosure ofits ownership. Allowing the Proponent to make and vote on the Proposal without disclosing its apparent 1934 Act violation is an omission ofmaterial fact and should be prohibited. The Fund believes that by omitting this information from the Proposal, the Proponent is materially misleading the Fund's shareholders Accordingly, the Fund has therefore concluded that the Proposal violates Rule 14a-8(i)(3) by omitting material information and requests the Staff's concurrence with this conclusion. 4446930v.5

IV. Conclusion
On the basis ofthe foregoing, the Fund requests the concurrence ofthe Staffthat the Proposal may be excluded from the Proxy Statement. The Proposal's deficiencies cannot be remedied. Accordingly, the Fund was not required to send a 14-day notice to cure the eligibility deficiencies as described in Rule 14a-8(f)(l) under the 1934 Act. We would be happy to provide you with any additional information or answer any questions that you may have. Should you disagree with the conclusions set forth herein, we request the opportunity to confer with you prior to the determination ofthe Staff's final position. Please do not hesitate to call me at (215) 564-8071 or email me at ebrody@stradley.com ifl may be of any further assistance in this matter. In accordance with the webpage ofthe Division ofInvestment Management ofthe SEC,3 the undersigned, on behalfofthe Fund, has submitted a portable document format (pdf) copy of this letter and the exhibit referred to in this letter, via email to IMshareholderproposals@sec.gov. Also, in accordance with Rule 14a-8U)(1) under the 1934 Act, a copy ofthis letter and the accompanying exhibit are being forwarded to the Proponent, as formal notice ofthe Fund's intention to omit the Proposal from the Proxy Statement. Very truly yours, attachments cc: Spencer McGowan Adam Finennan, Esq. Lori Weber, Esq. https://www.sec.2ov/divisio11s/investment/imcontact.htm. 4446930v.5

Exhibit A

Templeton Emerging Markets Income Fund, Inc. November 25, 20.20 300 S.E. znd Street Fort Lauderdale, FL 33301-1923 Attn: Lori A Weber, Secretary Re: Submission ofShareholder Proposal Pursuant to Rule 14a-8 ("Rule 14a8") ofthe Securities Exchange Act of1934, as amended, for the 2021 Annual Meeting ofShareholders ofthe Templeton Emerging Markets Income Fund, Inc. Dear Ms. Weber, This letter shall serve as notice to the Templeton Emerging Markets Income Fund, Inc. ("TEI" orthe "Fund"), as to The McGowan Group Asset Management t Retir~f!lent Plan! FBO Spencer McGowan's (the "PJap~'}"'t:lmely submission of a .frgso!Jtjofana sf ppo~.gftatepifnJ-1itpe ;.~o~q~al"Jfpur~,~ti~?,:J~le-1f{8, fo[) l irib~µsidp l~ ~~~ Ptg_~J~te~~P'ofJfEJ.<al)d-prrten~tioq,,,_~o.,_1}• ~c}.re~!~,,efsi.~:Jhf Fund's next annual siiareholaers' meeting, anticipated to be held on May 27, 2021, ~~~~it:!~:~.~~stf?nrent ~~J, djot\mt~l o~Arece,; ~e,iin1,~1ld i: li~~, heieof As of the date hereof, the Plan is the beneficial owner of 2,195 common shares ofTEI and has full power and authority to submit the Proposal. As ofthe date hereof, Mr. McGowan confirms that the Plan (i) has continuously and beneficially owned at least $2,000 in market value of TEI securities entitled to be voted on the Proposal for at least one year, and (ii) intends to continue to hold at Jeast $2,000 in market value of TEI securities through the date of the Meeting. Attached hereto as Exhibit A is a statement from Pershing LLC, and a copy of the brokerage statement confirming such ownership, pursuant to Rule 14a-8(b)(2)(i), verifying that the Plan has continuously held the TEI securities for at least one year. Mr. McGowan will appear in person or by proxy on behalf of the Plan to present the Proposal at the Meeting. The Proposal is attached as Exhibit B. Please advise me immediately if you believe this notice is deficient in any way, or if you believe that any additional information is required, so that we may promptly provide it in order to cure any purported deficiency. We will assume the Proposal will be included in TEJ's proxy material for the Meeting unless advised otherwise in writing (with a copy to my counsel, Olshan Frome Wolosky LLP, 1325 5617395-J

Avenue ofthe Americas, New York, New York 1O019,Attention: Adam Finerman, Esq., telephone (212) 451-2289, email: afinerman@olshanlaw.com). Sincerely, The McGowan Group Asset Management Retirement Plan, FBO Spencer McGowan 5617395-1

EXHIBIT A
OWNERSHIP ~RIFICATIO~
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5617395-1

Karen Duckworth
From: Kindle, Thomas thomas.kindle@pershing.com Sent: Wednesday, November 25, 2020 8:33 AM To: Spencer McGowan Cc: Karen Duckworth Subject: Confirmation of TEI Holding Attachments: ~ df To whom it may concern, This is to confirm that account - The McGowan Group Asset Management Retirement Plan Spencer McGowan, FBO Spencer McGo~2195shares ofTEI, Templeton Emerging Income since 07/19/2019. This ownership is currently held through today, 11/25/2020. Please find enclosed the October 2020 statement. Tom Kindle Director I Relationship Management Advisor Solutions BNY Mellon I Pershing Office: 303-486-1230 Email: thomas.kindle@pershing.com BNY MEllON I PERSHING Brokerage services provided by Pershing Advisor Solutions LLC, a BNY Mellon company. Member FINRA, SIPC Bank custody provided by BNY Mellon, National Association. Member FDIC

IMPORTANT: Any information contained in this communication is intended for the use ofthe named individual or entity. All information contained in this communication is not intended or construed as an offer, solicitation, or a recommendation to purchase any security. Advice, suggestions or views presented in this communication are not necessarily those of Pershing LLC nor do they warrant a complete or accurate statement. If you are not an intended party to this communication, please notify the sender and delete/destroy any and all copies of this communication. Unintended recipients shall not review, reproduce, disseminate nor disclose any information contained in this communication. Pershing LLC reserves the right to monitor and retain all incoming and outgoing communications as permitted by applicable law. Email communications may contain viruses or other defects. Pershing LLC does not accept liability nor does it warrant that email communications are virus or defect free. We take our data protection and privacy responsibilities seriously and our privacy notice explains how we collect, use and share personal information in the course of our business activities. It can be accessed at the privacy section of www.pershing.com

EXHIBIT B
PROPOSAL
BE IT RESOLVED, thatthe shareholders ofTempleton Emerging Markets Income Fund, Inc. ("TEI" or the "Fund"), assembled at the annual meeting in person and by proxy, request that the Board of Directors CBoard") authorize and take all steps necessary to pursue a self-tender offer for at least 30% ofoutstanding common shares ofthe Fund at net asset value ("NAV"). SuppQrtine St,atement You are urged to vote FOR this proposal for the following reasons:
In our view, an unresponsive, apathetic Board has not satisfied its fiduciary duty and has failed to address TEI's persistent discount for too long. precipitating a decline that is unlikely to reverse itself without extraordinary action. In fact, atthis point we believe that the discount ofTEI largely reflects a lack ofinvestor confidence in the Board and its ability or willingness to do the right things for shareholders. Fortunately, the Fund has appropriate tools at its disposal to address this. In terms of the Fund's continued inability to reduce its large discount, the numbers speak for themselves. The 5-year NAV discount average is -11.06%. Meanwhile, distributions have fallen consistentsince the Jµn~!s,tnce~tion in_1993, starting at $!.2!,~:'Ye...a,r to the c~rrent average of $g..,~. n~ i;.eason (Or th 1!,.per11stenf ~1Sj!>u9t a,n.~ r~ uq.n~: d1v1de~d !la~~~ 'the,.Ff nd!5 f O~r p~rfo~an\e' with a~ O-yearJ v~ragelanuu~f'')Y~~n,~f 1,.Z7% ~!h ~! s~are ~r\i:e ,v~rage annual return at0:'22%~•f.f-hi-s·return,is well below similarly positit,nedf unas, ·such asthe-JPMorgan EMBI Global Index that had a 10-year average annual NAV return of5.21%. The Board seems to be either uiiable'or uii,~illjng tcfrevers~.~ ~ Fufin's <l~dine,:i f;., t,;:__· i.'...A ~- r.-.J ·r /i~'l .Ji ..._. ~- ..... ,' ~ i,:'-i~ ' ~ -~-'If•., ~--- "-; ' -c- - ,i .. As a committed investor in TEI, we want the Fund to generate maximum value for its shareholders. In our view, dividend increases, fortuitous market conditions, or operational improvements alone will not allow TEI to eliminate or significantly narrow the persistent discount to NAV and fully realize its true value. More decisive action needs to be taken by the Board, starting with the recommended 30% tender, and we believe that narrowing the discount relative to NAV must be the primary focus. A tender offer for at least 30% of outstanding common shares at a price equal to NAV is a chance for the Board to take advantage ofcurrentmarket conditions and increase shareholder value by narrowing the Fund's current discount We believe a vote FOR this shareholder proposal will benefit all shareholders. END OF l»ROPOSAL i l i. i· I I l I 5617395-1 I·

SEC Division of Investment Management staff letter: Templeton Emerging Markets Income Fund - Omission of Shareholder Proposal Submitted by The McGowan Group Asset Management Retirement Plan, FBO Spencer McGowan

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