As filed with the Securities and Exchange Commission on April 25, 2007.
File No. 333-141565
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. [ ]
Franklin Templeton International Trust
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(Exact Name of Registrant as Specified in Charter)
(650) 312-2000
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(Registrant's Area Code and Telephone Number)
One Franklin Parkway, San Mateo, CA 94403-1906
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(Address of Principal Executive Offices: Number, Street, City,
State, and Zip Code)
CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
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(Name and Address of Agent for Service)
Copies to:
Bruce G. Leto, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective under the Securities Act of 1933, as
amended.
Title of the securities being registered: Class A shares of beneficial interest,
with a par value of $0.01 per share, of Templeton Global Long-Short Fund. No
filing fee is due because Registrant is relying on Section 24(f) of the
Investment Company Act of 1940, as amended.
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to such Section
8(a), shall determine.
Part A and Part B and all other documents, as filed with the Securities and
Exchange Commission in a Registration Statement on Form N-14 on March 26, 2007,
Accession No. 0000876441-07-000014, are hereby incorporated by reference.
PART C
OTHER INFORMATION
Item 15. INDEMNIFICATION
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions described in response to Item 15, or
otherwise, the Registrant has been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 16. EXHIBITS The following exhibits are incorporated by reference to the
previously filed document indicated below, except Exhibits 4(a), 11(a) and
14(a):
(1) Copies of the charter of the Registrant as now in effect;
(a) Certificate of Trust of Franklin International Trust dated
March 19, 1991
Filing: Post-Effective Amendment No. 6 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: December 29, 1995
(b) Agreement and Declaration of Trust of Franklin International
Trust dated March 19, 1991
Filing: Post-Effective Amendment No. 6 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: December 29, 1995
(c) Certificate of Amendment to the Certificate of Trust of
Franklin International Trust dated
August 20, 1991
Filing: Post-Effective Amendment No. 6 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: December 29, 1995
(d) Certificate of Amendment to the Certificate of Trust of
Franklin International Trust dated
May 14, 1992
Filing: Post-Effective Amendment No. 6 to
Registration Statement on Form N-1A
File No. 033-4134
Filing Date: December 29, 1995
(e) Certificate of Amendment of Agreement and Declaration of Trust
of Franklin International Trust dated December 14, 1995
Filing: Post-Effective Amendment No. 7 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: July 23, 1996
(f) Certificate of Amendment of Agreement and Declaration
Trust of Franklin Templeton International Trust
dated July 19, 2001
Filing: Post Effective Amendment No. 18 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 26, 2002
(2) Copies of the existing by-laws or corresponding instruments of the
Registrant;
(a) By-Laws of Franklin International Trust
Filing: Post-Effective Amendment No. 6 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: December 29, 1995
(b) Amendment to By-Laws of Franklin International Trust
dated April 19, 1994
Filing: Post-Effective Amendment No. 6 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: December 29, 1995
(c) Amendment dated October 10, 2002 to the By-Laws of Franklin
Templeton International Trust
Filing: Post-Effective Amendment No. 20 to
Registration Statement on Form N-1A
File No.033-41340
Filing Date: February 27, 2004
(d) Amendment dated May 12, 2004 to the By-Laws
Filing: Post-Effective Amendment No. 21 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: December 30, 2004
(e) Amendment dated July 13, 2006 to the By-Laws
Filing: Post-Effective Amendment No. 23 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 27, 2007
(3) Copies of any voting trust agreement affecting more than five percent of
any class of equity securities of the Registrant;
Not Applicable.
(4) Copies of the agreement of acquisition, reorganization, merger,
liquidation and any amendments to it;
(a) Form of Agreement and Plan of Reorganization
(included in Part A)
(5) Copies of all instruments defining the rights of holders of the
securities being registered including, where applicable, the relevant
portion of the articles of incorporation or by-laws of the Registrant;
Not Applicable.
(6) Copies of all investment advisory contracts relating to the management of
the assets of the Registrant;
(a) Management Agreement between Registrant, on behalf of Templeton
Foreign Smaller Companies Fund and Franklin Advisers, Inc.
dated September 20, 1991
Filing: Post-Effective Amendment No. 6 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: December 29, 1995
(b) Management Agreement between Registrant, on behalf of Templeton
Global Long-Short Fund, and Franklin Advisers, Inc.
dated July 1, 2001
Filing: Post Effective Amendment No. 18 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 26, 2002
(c) Templeton Global Long-Short Fund Subadvisory Agreement
between Franklin Advisers, Inc. and Templeton
Global Advisors Limited dated July 1, 2001
Filing: Post Effective Amendment No. 19 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 27, 2003
(d) Interpretive Addendum dated January 19, 2005, to Investment
Advisory Agreement between Registrant, on behalf
on Templeton Global Long-Short Fund and Franklin
Advisers, Inc. dated July 1, 2001
Filing: Post-Effective Amendment No. 23 to
Registration Statement on Form N-1A
File No. 033-42340
Filing Date: February 27, 2007
(7) Copies of each underwriting or distribution contract between the
Registrant and a principal underwriter, and specimens or copies of all
agreements between principal underwriters and dealers;
(a) Amended and Restated Distribution Agreement between Registrant
and Franklin/Templeton Distributors, Inc.
dated October 31, 2000
Filing: Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 28, 2001
(b) Forms of Dealer Agreements between Franklin/Templeton
Distributors, Inc. and Securities Dealers dated March 1, 1998
Filing: Post-Effective Amendment No. 13 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: December 29, 1998
(8) Copies of all bonus, profit sharing, pension, or other similar contracts
or arrangements wholly or partly for the benefit of trustees or officers
of the Registrant in their capacity as such. Furnish a reasonably
detailed description of any plan that is not set forth in a formal
document;
Not Applicable.
(9) Copies of all custodian agreements and depository contracts under Section
17(f) of the 1940 Act for securities and similar investments of the
Registrant, including the schedule of remuneration;
(a) Custody Agreement between Registrant, on behalf of Templeton
Foreign Smaller Companies Fund and Chase Manhattan Bank, NT &
SA dated July 28, 1995
Filing: Post Effective Amendment No. 19 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 27, 2003
(b) Amendment to Custody Agreement between Registrant, on behalf of
Templeton Foreign Smaller Companies Fund, and Chase Manhattan
Bank, N.A. dated July 24, 1996
Filing: Post-Effective Amendment No. 10 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: January 2, 1998
(c) Amendment dated as of May 1, 2001, to the Custody
Agreement between Registrant, on behalf of
Templeton Foreign Smaller Companies Fund, and The
Chase Manhattan Bank
Filing: Post Effective Amendment No. 18 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 26, 2002
(d) Custody Agreement between Chase Manhattan Bank, N.A. and
Registrant, on behalf of Templeton Global Long-Short Fund,
dated July 11, 2001
Filing: Post Effective Amendment No. 18 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 26, 2002
(10) Copies of any plan entered into by Registrant pursuant to Rule 12b-1
under the 1940 Act and any agreements with any person relating to
implementation of the plan, and copies of any plan entered into by
Registrant pursuant to Rule 18f-3 under the 1940 Act, any agreement with
any person relating to implementation of the plan, any amendment to the
plan, and a copy of the portion of the minutes of the meeting of the
Registrant's trustees describing any action taken to revoke the plan;
(a) Amended and Restated Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Templeton Foreign Smaller
Companies Fund, and Franklin/Templeton Distributors, Inc.
dated July 1, 1993
Filing: Post-Effective Amendment No. 6 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: December 29, 1995
(b) Class A Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Templeton
Global Long-Short Fund, and Franklin/Templeton
Distributors, Inc. dated July 1, 2001
Filing: Post Effective Amendment No. 18 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 26, 2002
(c) Class B Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of Templeton Foreign Smaller Companies
Fund, and Franklin/Templeton Distributors, Inc.
dated October 16, 1998
Filing: Post-Effective Amendment No. 15 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 28, 2000
(d) Class B Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Templeton
Global Long-Short Fund, and Franklin/Templeton
Distributors, Inc. dated July 1, 2001
Filing: Post Effective Amendment No. 18 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 26, 2002
(e) Class C Distribution Plan pursuant to Rule 12b-1
between the Registrant, on behalf of Templeton
Global Long-Short Fund, and Franklin/Templeton
Distributors, Inc. dated October 31, 2000
Filing: Post Effective Amendment No. 18 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 26, 2002
(f) Class C Distribution Plan pursuant to Rule 12b-1 between the
Registrant, on behalf of and Templeton Foreign Smaller
Companies Fund, and Franklin/Templeton Distributors, Inc. d
date October 31, 2000
Filing: Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 28, 2001
(g) Multiple Class Plan for Templeton Foreign Smaller Companies
Fund dated April 16, 1998
Filing: Post-Effective Amendment No. 15 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 28, 2000
(h) Multiple Class Plan for Templeton Global Long-Short Fund
dated May 15, 2001
Filing: Post Effective Amendment No. 19 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 27, 2003
(11) An opinion and consent of counsel as to the legality of the securities
being registered, indicating whether they will, when sold, be legally
issued, fully paid and nonassessable;
(a) Opinion and Consent of Counsel dated March 16, 2007
Filing:Registration Statement on Form N-14
File No. 333-141565
Filing Date: March 26, 2007
(12) An opinion, and consent to their use, of counsel or, in lieu of an
opinion, a copy of the revenue ruling from the Internal Revenue Service,
supporting the tax matters and consequences to shareholders discussed in
the prospectus;
To be filed by amendment
(13) Copies of all material contracts of the Registrant not made in the
ordinary course of business which are to be performed in whole or in
part on or after the date of filing the registration statement;
(a) Subcontract for Fund Administrative Services dated January 1, 2001
between Franklin Advisers, Inc. on behalf of Templeton Foreign
Smaller Companies Fund and Franklin Templeton Services, LLC
Filing: Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 28, 2001
(b) Administration Agreement between Registrant on behalf of Templeton
Global Long-Short Fund and Franklin Templeton Services, LLC
dated July 1, 2001
Filing: Post Effective Amendment No. 18 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 26, 2002
(14) Copies of any other opinions, appraisals, or rulings, and consents to
their use, relied on in preparing the registration statement and
required by Section 7 of the 1933 Act;
(a) Consent of Independent Registered Public Accounting Firm
Filing: Registration Statement on Form N-14
File No. 333-141565
Filing Date: March 26, 2007
(15) All financial statements omitted pursuant to Item 14(a)(1);
Not Applicable.
(16) Manually signed copies of any power of attorney pursuant to which the
name of any person has been signed to the registration statement; and
(a) Power of Attorney dated October 17, 2006
Filing: Post-Effective Amendment No. 23 to
Registration Statement on Form N-1A
File No. 033-41340
Filing Date: February 27, 2007
(b) Power of Attorney dated April 24, 2007
(17) Any additional exhibits which the Registrant may wish to file.
Not Applicable.
Item 17. UNDERTAKINGS
(1) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is part
of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act,
the reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registrations
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
(3) The undersigned Registrant agrees to file by Post-Effective Amendment the
opinion of counsel regarding the tax consequences of the proposed
reorganization required by Item 16 (12)(a) of Form N-14 within a
reasonable time after receipt of such opinion.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of San Mateo and the State of
California, on the 25th day of April, 2007.
FRANKLIN TEMPLETON INTERNATIONAL
TRUST
(Registrant)
By: /s/ David P. Goss
----------------------------
David P. Goss,
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
/s/ RUPERT H. JOHNSON, JR.* Chief Executive
- --------------------------- Officer-Investment Management
Rupert H. Johnson, Jr. Dated: April 25, 2007
/s/ JIMMY D. GAMBILL* Chief Executive Officer-Finance
- ---------------------- and Administration
Jimmy D. Gambill Dated: April 25, 2007
/s/ GALEN VETTER* Chief Financial Officer
- ----------------- Dated: April 25, 2007
Galen Vetter
/s/ HARRIS J. ASHTON* Trustee
- ---------------------- Dated: April 25, 2007
Harris J. Ashton
ROBERT F. CARLSON Trustee
- ----------------- Dated: April 25, 2007
Robert F. Carlson
SAM L. GINN Trustee
- ----------- Dated: April 25, 2007
Sam L. Ginn
/s/ EDITH E. HOLIDAY* Trustee
- ---------------------- Dated: April 25, 2007
Edith E. Holiday
/s/ CHARLES B. JOHNSON* Trustee
- ------------------------ Dated: April 25, 2007
Charles B. Johnson
/s/ GREGORY E. JOHNSON* Trustee
- ----------------------- Dated: April 25, 2007
Gregory E. Johnson
/s/ FRANK W.T. LAHAYE* Trustee
- ------------------------ Dated: April 25, 2007
Frank W.T. LaHaye
FRANK A. OLSON Trustee
- -------------- Dated: April 25, 2007
Frank A. Olson
LARRY D. THOMPSON Trustee
- ----------------- Dated: April 25, 2007
Larry D. Thompson
/s/ JOHN B. WILSON* Trustee
- -------------------- Dated: April 25, 2007
John B. Wilson
*By /s/ David P. Goss
_______________________________
David P. Goss, Attorney-in-Fact
(pursuant to Power of Attorney previously filed)
FRANKLIN TEMPLETON INTERNATIONAL TRUST
N-14 REGISTRATION STATEMENT
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION LOCATION
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EX-99.(1)(a) Certificate of Trust for Franklin *
International Trust dated
March 19, 1991
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EX-99.(1)(b) Agreement and Declaration of Trust of *
Franklin International Trust dated
March 19, 1991
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EX-99.(1)(c) Certificate of Amendment to the *
Certificate of Trust of Franklin
International Trust dated August 20, 1991
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EX-99.(1)(d) Certificate of Amendment to the *
Certificate of Trust of
Franklin International Trust
dated May 14, 1992
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EX-99.(1)(e) Certificate of Amendment of Agreement *
and Declaration of Trust of
Franklin International Trust
dated December 14, 1995
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EX-99.(1)(f) Certificate of Amendment of Agreement *
and Declaration of Trust of
Franklin Templeton International Trust
dated July 19, 2001
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EX-99.(2)(a) By-Laws of Franklin International Trust *
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EX-99.(2)(b) Amendment to By-Laws of Franklin *
International Trust dated April 19, 1994
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EX-99.(2)(c) Amendment dated October 10, 2002 to *
the By-Laws of Franklin Templeton
International Trust
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EX-99.(2)(d) Amendment dated May 12, 2004 to the *
By-Laws
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EX-99.(2)(e) Amendment dated July 13, 2006 to the *
By-Laws of Franklin Templeton
International Trust
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EX-99.(4)(a) Form of Agreement and Plan of Included
Reorganization in Part A
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EX-99.(6)(a) Management Agreement between *
Registrant, on behalf of Templeton
Foreign Smaller Companies Fund and
Franklin Advisers, Inc.
dated September 20, 1991
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EX-99.(6)(b) Management Agreement between *
Registrant, on behalf of Templeton Global
Long-Short Fund, and Franklin Advisers, Inc.
dated July 1, 2001
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EX-99.(6)(c) Templeton Global Long-Short Fund *
Subadvisory Agreement between
Franklin Advisers, Inc. and Templeton
Global Advisors Limited dated July 1, 2001
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EX-99.(6)(d) Interpretive Addendum dated January *
19, 2005, to Investment Advisory
Agreement between Registrant, on
behalf of Templeton Global Long-Short
Fund and Franklin Advisers, Inc. dated
July 1, 2001
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EX-99.(7)(a) Amended and Restated Distribution *
Agreement between Registrant and
Franklin/Templeton Distributors, Inc.
dated October 31, 2000
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EX-99.(7)(b) Forms of Dealer Agreements between *
Franklin/Templeton Distributors, Inc. and
Securities Dealers dated March 1, 1998
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EX-99.(9)(a) Custody Agreement between Registrant, *
on behalf of Templeton Foreign
Smaller Companies Fund and Chase
Manhattan Bank, NT & SA dated July 28, 1995
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EX-99.(9)(b) Amendment to Custody Agreement between *
Registrant, on behalf of Templeton
Foreign Smaller Companies Fund, and
Chase Manhattan Bank, N.A. dated July
24, 1996
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EX-99.(9)(c) Amendment dated as of May 1, 2001 to *
the custody agreement between Registrant,
on behalf of Templeton Foreign Smaller
Companies Fund, and The Chase Manhattan Bank
- ----------------------------------------------------------------------
EX-99.(9)(d) Custody Agreement between Chase *
Manhattan Bank, N.A. and Registrant,
on behalf of Templeton
Global Long-Short Fund, dated July 11, 2001
- ----------------------------------------------------------------------
EX-99.(10)(a) Amended and Restated Distribution Plan *
Pursuant to Rule 12b-1 between the
Registrant, on behalf of Templeton Foreign
Smaller Companies Fund and
Franklin/Templeton Distributors, Inc.
dated July 1, 1993
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EX-99.(10)(b) Class A Distribution Plan pursuant to *
Rule 12b-1 between the Registrant,
on behalf of Templeton Global
Long-Short Fund, and Franklin/Templeton
Distributors, Inc. dated July 1, 2001
- ----------------------------------------------------------------------
EX-99.(10)(c) Class B Distribution Plan pursuant to *
Rule 12b-1 between the Registrant, on
behalf of Templeton Foreign Smaller
Companies Fund and Franklin/Templeton
Distributors, Inc. dated October 16, 1998
- ----------------------------------------------------------------------
EX-99.(10)(d) Class B Distribution Plan pursuant to *
Rule12b-1 between the Registrant,
on behalf of Templeton
Global Long-Short Fund, and
Franklin/Templeton Distributors, Inc.
dated July 1, 2001
- ----------------------------------------------------------------------
EX-99.(10)(e) Class C Distribution Plan pursuant to *
Rule 12b-1 between the Registrant,
on behalf of Templeton Global
Long-Short Fund, and Franklin/Templeton
Distributors, Inc. dated October 31, 2000
- ----------------------------------------------------------------------
EX-99.(10)(f) Class C Distribution Plan pursuant to *
Rule 12b-1 between the Registrant,
on behalf of and Templeton Foreign Smaller
Companies Fund and Franklin/Templeton
Distributors, Inc. dated October 31, 2000
- ----------------------------------------------------------------------
EX-99.(10)(g) Multiple Class Plan for Templeton *
Foreign Smaller Companies Fund
dated April 16, 1998
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EX-99.(10)(h) Multiple Class Plan for Templeton *
Global Long-Short Fund dated May 15, 2001
- ----------------------------------------------------------------------
EX-99.(11)(a) Opinion and Consent of Counsel dated *
March 16, 2007
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EX-99.(12)(a) Opinion and consent of counsel To be
supporting tax matters filed by
amendment
- ----------------------------------------------------------------------
EX-99.(13)(a) Subcontract for Fund Administrative *
Services dated January 1, 2001 between
Franklin Advisers, Inc. and Franklin
Templeton Services, LLC
- ----------------------------------------------------------------------
EX-99.(13)(b) Administrative Agreement between *
Registrant on behalf of Templeton
Global Long-Short Fund and Franklin
Templeton Services, LLC dated July 1, 2001
- ----------------------------------------------------------------------
EX-99.(14)(a) Consent of Independent Registered *
Public-Accounting Firm
- ----------------------------------------------------------------------
EX-99.(16)(a) Power of Attorney dated October 17, 2006 *
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EX-99.(16)(b) Power of Attorney dated April 24, 2007 Attached
- ----------------------------------------------------------------------
* Incorporated by reference.