Franklin Templeton Investments Corp. - ss. 59(1) of Sched. I of Reg. 1015

Headnote

Exemption from the fees otherwisedue under subsection 14(1) of Schedule 1 of the Regulation tothe Securities Act on the distribution of units made by "Underlying"funds arising in the context of fund-of-fund structures.

Regulations Cited

AND

UPON the applicationof Franklin Templeton Investments Corp. ("Franklin"),the manager and trustee of Franklin Templeton Balanced IncomePortfolio, Franklin Templeton Balanced Growth Portfolio, FranklinTempleton Growth Portfolio and Franklin Templeton Maximum GrowthPortfolio (the "Portfolios") and Bissett RetirementFund other similar top funds that it may establish in the future(collectively the "Top Funds") and the manager andtrustee (other than in the case of Templeton Growth Fund, Ltd.)of Templeton Growth Fund, Ltd., Templeton International StockFund, Templeton Global Smaller Companies Fund, Franklin U.S.Large Cap Growth Fund, Franklin U.S. Small Cap Growth Fund,Bissett Canadian Equity Fund, Bissett Small Cap Fund, BissettLarge Cap Fund, Bissett Bond Fund, Bissett Income Fund, BissettMicrocap Fund, Bissett International Equity Fund, Bissett MultinationalGrowth Fund, Bissett American Equity Fund, Bissett Money MarketFund and Mutual Beacon Fund and other similar funds that itmay establish in the future (collectively the "UnderlyingFunds") for an order pursuant to subsection 59(1) of ScheduleI of the Regulation exempting the Underlying Funds from thepayment of the annual filing fees payable under Section 14 ofSchedule I of the Regulation in respect of the distributionof units or shares (collectively, the "Securities")of the Underlying Funds to the Top Funds (including the reinvestmentof distributions (the "Reinvested Securities")).

AND UPON consideringthe application and the recommendations of the staff of theCommission.

AND UPON Franklin havingrepresented to the Commission that:

1. The Top Funds and the UnderlyingFunds are, or will be, open-end mutual fund trusts or sharesof Templeton Growth Fund, Ltd (a mutual fund corporation).Franklin is a corporation amalgamated under the laws of Ontario.

2. Franklin is the managerof the Top Funds and the Underlying Funds. Franklin is alsothe trustee of the Top Funds and Underlying Funds, other thanTempleton Growth Fund, Ltd.

3. All distributions by theUnderlying Funds of (i) Securities to the Top Funds and (ii)Reinvested Securities, are made in Ontario.

4. The existing Top Fundsand the Underlying Funds are, or will be, reporting issuersand are not in default of any requirement of the securitiesacts or regulations applicable in each of the provinces andterritories of Canada. The Securities of the Top Funds andthe Securities of the Underlying Funds are or will be qualifiedfor distribution pursuant to a simplified prospectus and anannual information form in those jurisdictions.

5. As part of their investmentstrategy the Top Funds invest substantially all of their assetsin Securities of their corresponding Underlying Funds.

6. Applicable securities regulatoryapprovals for the fund-on-fund investment strategies of theTop Funds have been obtained. To seek approval of the investmentstrategies of the Portfolios, an exemptive relief applicationhas been filed and is under consideration by the applicablesecurities regulatory authorities.

7. Annually, each of the TopFunds will be required to pay filing fees to the Commissionin respect of the distribution of its Securities in Ontariopursuant to Section 14 of Schedule I of the Regulation andwill similarly be required to pay fees based on the distributionof its Securities in other relevant Canadian jurisdictionspursuant to applicable securities legislation in each of thosejurisdictions.

8. Annually, each of the UnderlyingFunds will be required to pay filing fees in respect of thedistribution of its Securities in Ontario, including Securitiesissued to the Top Funds pursuant to Section 14 of ScheduleI of the Regulation and will similarly be required to payfees based on the distribution of its Securities in otherrelevant Canadian jurisdictions pursuant to the applicablesecurities legislation in each of those jurisdictions.

9. A duplication of filingfees pursuant to Section 14 of Schedule I of the Regulationmay result when (a) assets of a Top Fund are invested in theapplicable Underlying Fund and (b) Reinvested Securities aredistributed.

AND UPON the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest.

IT IS ORDERED by theCommission pursuant to subsection 59(1) of Schedule I of theRegulation that the Underlying Funds are exempt from the paymentof duplicate filing fees on an annual basis pursuant to Section14 of Schedule I of the Regulation in respect of the distributionof Securities of the Underlying Funds to the Top Funds and thedistribution of the Reinvested Securities, provided that eachUnderlying Fund shall include in its notice filed under subsection14(4) of Schedule I of the Regulation a statement of the aggregategross proceeds realized in Ontario as a result of the issuanceby the Underlying Funds of (1) Securities to the Top Funds and(2) Reinvested Securities; together with a calculation of thefees that would have been payable in the absence of this order.

May 31, 2002.

"Paul M. Moore"                    "HowardI. Wetston"

Schedule "A"

EXISTING TOP FUNDS

Schedule "B"

EXISTING UNDERLYING FUNDS