POWER OF ATTORNEY
The undersigned Officers and Directors of TEMPLETON GLOBAL SMALLER
COMPANIES FUND, INC. (the "Registrant") hereby appoint Bruce G. Leto, Deborah R.
Gatzek, Barbara J. Green, Murray L. Simpson and David P. Goss (with full power
to each of them to act alone) his/her attorney-in-fact and agent, in all
capacities, to execute, file or withdraw any of the documents referred to below
relating to Post-Effective Amendments to the Registrant's registration statement
on Form N-1A under the Investment Company Act of 1940, as amended, and/or
Registrant's registration statements on Form N-14 under the Securities Act of
1933, as amended, or any amendments to such registration statements covering the
sale of shares by the Registrant under prospectuses becoming effective after
this date, including any amendment or amendments increasing or decreasing the
amount of securities for which registration is being sought, with all exhibits
and any and all documents required to be filed with respect thereto with any
regulatory authority. Each of the undersigned grants to each of said attorneys,
full authority to do every act necessary to be done in order to effectuate the
same as fully, to all intents and purposes as he/she could do if personally
present, thereby ratifying all that said attorneys-in-fact and agents, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which shall be deemed to be
a single document.
The undersigned Officers and Directors hereby execute this Power of
Attorney as of the 28th day of November, 2000.
/s/HARRIS J. ASHTON /s/CHARLES B. JOHNSON
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Harris J. Ashton, Director Charles B. Johnson, Director
/s/NICHOLAS F. BRADY /s/BETTY P. KRAHMER
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Nicholas F. Brady, Director Betty P. Krahmer, Director
/s/HARMON E. BURNS /s/GORDON S. MACKLIN
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Harmon E. Burns, Director Gordon S. Macklin, Director
/s/S. JOSEPH FORTUNATO /s/FRED R. MILLSAPS
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S. Joseph Fortunato, Director Fred R. Millsaps, Director
/s/JOHN WM. GALBRAITH /s/CHARLES E. JOHNSON
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John Wm. Galbraith, Director Charles E. Johnson, President
/s/ANDREW H. HINES, JR. /s/BRUCE S. ROSENBERG
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Andrew H. Hines, Jr., Director Bruce S. Rosenberg, Treasurer
