Franklin Templeton Investments Corp. and Poonam Thadani - OSC Rule 31-505

February 27, 2003

Order

Headnote

Decision pursuant to section 4.1 of OntarioSecurities Commission Rule 31-505 (the Rule) exempting applicantsfrom the requirement under subsection 1.3(3) of the Rule subjectto certain terms and conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.

Rules Cited

Ontario Securities Commission Rule 31-505 (1999)22 O.S.C.B. 731, ss. 1.3(2), ss. 1.3(3), s. 4.1.

Ontario Securities Commission Rule 31-502 (2000)23 O.S.C.B. 5658.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, c.S.5, as amended(the Act)

AND

IN THE MATTER OF

FRANKLIN TEMPLETON INVESTMENTSCORP. AND POONAM THADANI

EXEMPTION ORDER

(Rule 31-505)

WHEREAS Franklin Templeton InvestmentsCorp. (FTIC) and Ms Poonam Thadani (Ms Thadani) applied foran exemption pursuant to Part 4.1 of Ontario Securities CommissionRule 31-505 (Rule 31-505) from the requirement under subsection1.3(3) of Rule 31-505 that Ms Thadani meet certain proficiencyrequirements under Ontario Securities Commission Rule 31-502(Rule 31-502) in order for supervisory functions, other thanthe supervisory functions enumerated in subsection 1.3(2) ofRule 31-505 to be delegated to Ms Thadani by the designatedcompliance officer of FTIC's Adviser registration (the Application).

AND WHEREAS it has been represented byFTIC and Ms Thadani to the Director that:

1. FTIC is a registered adviser under theAct in the category of investment counsel and portfolio manager;

2. Ms Thadani is Chief Compliance Officer,Canada and is the designated compliance officer of FTIC'sMutual Fund Dealer registration. She has been employed withFTIC since September 1994 and has spent six years in a compliancerole. In her current position, she currently oversees allcompliance functions relating to FTIC's Mutual Fund Dealerregistration. Ms Thadani also assists the designated complianceofficer of FTIC's Adviser registration in his compliance functionsrelating to FTIC's Adviser registration. Accordingly, sheis familiar with the policies, procedures and processes necessaryto carry out the functions which the designated complianceofficer of FTIC's Adviser registration intends on delegatingto her. Ms Thadani agrees to fulfill these functions diligentlyand will report her findings to the designated complianceofficer of FTIC's Adviser registration on a regular basis;

3. Ms Thadani received her Law Clerk designationfrom Ryerson Polytechnic University and has also successfullycompleted the Canadian Securities Course, Investment FundsInstitute of Canada Course and the Officers, Partners andDirectors Course;

4. The designated compliance officer of FTIC'sAdviser registration will not delegate and Ms Thadani willnot assume the supervisory functions enumerated in subsection1.3(2) of Rule 31-505.

AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;

NOW THEREFORE, pursuant to Part 4.1 ofRule 31-505, Ms Thadani is exempt from the requirement of subsection1.3(3) of Rule 31-505 that Ms Thadani meet the proficiency requirementsof Rule 31-502 in order for Ms Thadani to be delegated supervisoryfunctions by the designated compliance officer of FTIC's Adviserregistration;

PROVIDED THAT:

(A) The designated compliance officer ofFTIC's Adviser registration shall not delegate and Ms Thadanishall not assume the supervisory functions enumerated insubsection 1.3(2) of Rule 31-505; and

(B) If the proficiency requirements applicableto compliance officer's delegates of registrants in thecategories of investment counsel and portfolio manager areamended, the relief provided for in this Decision will terminateone year following the date such amendment comes into effect,unless the Director determines otherwise.

February 27, 2003.

"David M. Gilkes"