Franklin Templeton Tax Class Corp., Franklin U.S. Money Market Tax Cladivs, Bissett Money Market Tax Class - Order (Subsection 59(1) of Schedule I of the Regulation under the Act)

le 31 mai 2002

Order

Headnote

Exemption pursuant to subsection59(1) of Schedule 1 of the Regulation made under the SecuritiesAct (Ontario) to allow a mutual fund that is not a money marketfund topay regulatory filing fees payable in connection withthe distribution of securities that are based on the rate applicableto money market funds.

Regulations Cited

Regulations made under theSecurities Act, R.R.O. 1990, Reg. 1015, as am., Schedule 1,ss. 13(3).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act")

AND

IN THE MATTER OF

THE REGULATION UNDER THESECURITIES ACT,

R.R.O. 1990, REGULATION1015, AS AMENDED

(the "Regulation")

AND

IN THE MATTER OF

FRANKLIN TEMPLETON TAX CLASSCORP.

FRANKLIN U.S. MONEY MARKETTAX CLADIVS

BISSETT MONEY MARKET TAXCLASS

ORDER

(Subsection 59(1) of ScheduleI of the Regulation under the Act)

UPON the applicationof Franklin Templeton Tax Class Corp. (the "Corporation"),on behalf of Franklin U.S. Money Market Tax Class (the "FranklinTax Class") and Bissett Money Market Tax Class (the "BissettTax Class") (collectively the "Funds"), two ofthe classes of shares of the Corporation, for an order pursuantto subsection 59(1) of Schedule I to (the "Schedule")the Regulation that the fees paid by the Funds pursuant to subsection14(2) of the Schedule to the Regulation with respect to thedistribution of securities of the Funds be based on the applicablepercentage of the aggregate net sales, rather than the aggregategross sales, of the Funds realized in Ontario;

AND UPON consideringthe application and the recommendations of the staff of theOntario Securities Commission (the "Commission");

AND UPON the Corporationhaving represented to the Commission that:

1. The Funds are two of the21 classes of mutual fund shares of the Corporation, a mutualfund corporation incorporated under the laws of Alberta.

2. The investment strategyof each of the Funds is to achieve a high level of currentincome while seeking to protect capital and to maintain liquidity.The Franklin Tax Class seeks a similar return to FranklinU.S. Money Market Fund (the "Franklin Underlying Fund)by investing substantially all of its assets in units of theFranklin Underlying Fund. The Bissett Tax Class seeks a similarreturn to Bissett Money Market Fund (the "Bissett UnderlyingFund") by investing substantially all of its assets inunits of the Bissett Underlying Fund. The Franklin UnderlyingFund and the Bissett Underlying Fund are collectively referredto as the "Underlying Funds".

3. Franklin Templeton InvestmentsCorp. (the "Manager") is a corporation amalgamatedunder the laws of Ontario and its head office is located inOntario.

4. The Manager is the managerof each of the Funds and the Underlying Funds.

5. Shares of each Fund andunits of each Underlying Fund are currently qualified fordistribution in all of the province and territories of Canadapursuant to a simplified prospectus and annual informationform dated May 31, 2001.

6. Each Underlying Fund isan open-end mutual fund trust governed by the laws of theProvince of Ontario.

7. Each Fund and UnderlyingFund is a reporting issuer in each of the provinces and territoriesof Canada and is not in default of any requirements of thesecurities acts or regulations applicable in each of the provincesand territories of Canada.

8. Because each of the Fundsis in its first year of distribution, the Funds have not yetpaid any fees relating to the distribution of their securitiesunder section 14 of the Schedule.

9. The prospectus disclosurefor each Fund indicates that the Fund is suitable as a cashcomponent equivalent and that the Fund is suitable for investorswishing to invest their funds temporarily in the Fund witha low level of risk.

10. The Funds are not moneymarket funds within the meaning of section 1.1 of NationalInstrument 81-102 ("NI 81-102") because the Fundsinvest primarily in units of the Underlying Funds. Accordingly,pursuant to section 14 of the Schedule, the Funds will berequired to pay annual fees based on a percentage of the aggregategross proceeds realized in Ontario from the distribution ofsecurities of the Funds rather than based on a percentageof the aggregate net sales in Ontario if the Funds were treatedas money market mutual funds.

11. If the Funds are requiredto pay fees based on gross proceeds rather than on net sales,the Funds will be paying higher fees than the Underlying Fundswhich fit within the definition of money market funds in NI81-102.

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

IT IS ORDERED pursuantto subsection 59(1) of the Schedule that the fees paid by theFunds pursuant to subsection 14(2) of the Schedule with respectto the distribution of securities of the Funds be based on theapplicable percentage of the aggregate net sales realized inOntario from the distribution of securities of the Funds, beingthe rate applicable to money market mutual funds, rather thanbased on the applicable percentage of the aggregate gross proceedsrealized in Ontario from the distribution of securities of theFunds.

AND IT IS FURTHER ORDEREDpursuant to subsection 59(1) of the Schedule that the fees paidby the Funds pursuant to subsection 13(3) of the Schedule oneach renewal of the simplified prospectus for the Funds arethe fees applicable to money market mutual funds.

May 31, 2002.

"Paul M. Moore" "HowardI. Wetston"