Templeton Growth Fund, Ltd. et al.

Headnote

Exemption from the fees otherwise due under subsection 14(1) of Schedule 1 of theRegulation to the Securities Act on a distribution of units made by an 'underlying' funddirectly (i) to a 'clone' fund, (ii) to the 'clone' fund's counterparties for hedging purposesand (ii) on the reinvestment of distributions on such units.

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg, 1015, as am., Schedule 1,ss. 14(1), 14(4) and 59(1).

UPON an application of Templeton Management Limited ("Templeton") andTempleton Growth RSP Fund, Templeton International Stock RSP Fund, TempletonEmerging Markets RSP Fund, Templeton Global Smaller Companies RSP Fund andsimilar funds established by Templeton from time to time (the "RSP Funds") andTempleton Growth Fund, Ltd., Templeton International Stock Fund, Templeton EmergingMarkets Fund, Templeton Global Smaller Companies Fund, and similar funds establishedby Templeton from time to time (the "Underlying Funds") to the Ontario SecuritiesCommission (the "Commission") for an order pursuant to Section 59(1) of Schedule I of theRegulation exempting the Underlying Funds from the payment of the annual filing feespayable under Section 14 of Schedule I of the Regulation in respect of the distribution ofunits of the Underlying Funds to (i) counterparties in respect of units purchased to hedgetheir exposure to the RSP Funds (the "Hedge Units") and (ii) the RSP Funds (including,in both cases the reinvestment of distributions (the "Reinvested Units")).

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON Templeton having represented to the Commission that;

1. The RSP Funds and the Underlying Funds are open-end mutual fund trustsestablished under the laws of Ontario. Templeton is a corporation establishedunder the laws of Ontario and the manager and trustee of the RSP Funds and theUnderlying Funds.

2. All distributions by the Underlying Funds of (i) units of the RSP Funds, (ii) HedgeUnits and (iii) Reinvested Units are made in Ontario.

3. The existing RSP Funds and the Underlying Funds are or will be reporting issuersand are not in default of any requirement of the securities acts or regulations orrules applicable in each of the provinces and territories of Canada. The units of theRSP Funds and the Underlying Funds are or will be qualified for distributionpursuant to a simplified prospectus and annual information form in thosejurisdictions.

4. As part of their investment strategy the RSP Funds enter into forward contracts orother derivative instruments (the "Forward Contracts") with one or more financialinstitutions or dealers (the "Counterparties") that link the returns to applicableUnderlying Funds.

5. Counterparties may hedge their obligations under the Forward Contracts byinvesting in Hedge Units of the applicable Underlying Funds.

6. In addition, the RSP Funds may also invest a portion of their assets directly in unitsof the Underlying Funds which constitute foreign property under the Income Tax Act(Canada) (the "Fund on Fund Investments").

7. Applicable securities regulatory approvals for the Fund on Fund Investments andthe RSP Funds' investment strategies have been obtained.

8. Annually, each of the RSP Funds will be required to pay filing fees to theCommission in respect of the distribution of its units in Ontario pursuant to Section14 of Schedule I of the Regulation and will similarly be required to pay fees basedon the distribution of its units in other relevant Canadian jurisdictions pursuant toapplicable securities legislation in each of those jurisdictions.

9. Annually, each of the Underlying Funds will be required to pay filing fees in respectof the distribution of its units in Ontario, including units issued to the RSP Fundsand the Hedge Units, pursuant to Section 14 of Schedule I of the Regulation andwill similarly be required to pay fees based on the distribution of its units in otherrelevant Canadian jurisdictions pursuant to the applicable securities legislation ineach of those jurisdictions.

10. A duplication of filing fees pursuant to Section 14 of Schedule I of the Regulationmay result when (a) assets of an RSP Fund are invested in the applicableUnderlying Fund (b) Hedge Units are distributed and (c) Reinvested Units aredistributed.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest.

IT IS ORDERED by the Commission pursuant to subsection 59(1) of Schedule I ofthe Regulation that the Underlying Funds are exempt from the payment of duplicate filingfees on an annual basis pursuant to section 14 of Schedule I of the Regulation in respectof the distribution of units of the Underlying Funds to the RSP Funds, the distribution ofHedge Units to Counterparties and the distribution of the Reinvested Units, provided thateach Underlying Fund shall include in its notice filed under subsection 14(4) of ScheduleI of the Regulation a statement of the aggregate gross proceeds realized in Ontario as aresult of the issuance by the Underlying Funds of (1) units to the RSP Fund, (2) HedgeUnits and (3) Reinvested Units; together with a calculation of the fees that would havebeen payable in the absence of this Order.

March 14^th, 2000.

"J. A. Geller"    "R. Stephen Paddon"