ORDER
(Section 127)

      WHEREAS on February 28, 2005, the Commission issued a Notice of Hearing (the "Notice of Hearing") pursuant to section 127 of the Securities Act (the "Act") in respect of Franklin Templeton Investments Corp. (the "Respondent");

      AND WHEREAS the Respondent entered into a settlement agreement with Staff of the Commission (the "Settlement Agreement"), in which the Respondent agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing, subject to the approval of the Commission;

      AND UPON reviewing the Settlement Agreement and the Notice of Hearing and Statement of Allegations of Staff of the Commission, and upon hearing submissions from counsel for the Respondent and for Staff of the Commission;

      AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

      IT IS HEREBY ORDERED THAT the Settlement Agreement dated February 28, 2005, attached hereto, is approved.

DATED at Toronto this 3^rd day of March, 2005