Franklin International Trust
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Ladies and Gentlemen:
This Subscription Agreement relates to Franklin International Trust
(the "Trust") and its authorized Series, Franklin Pacific Growth Fund (the
"Pacific Fund") and Franklin International Equity Fund (the "International
Fund").
The undersigned hereby subscribes to purchase 100,000 shares of
beneficial interest in the Pacific Fund, at $10 per share (5,000 shares of
which shall be designated "Special Shares" for the purposes of Paragraph 5
below), for an initial investment of $1,000,00 in the Pacific Fund. The
undersigned further subscribes to purchase 100,000 shares of beneficial
interest in the International Fund at $10 per share (5,000 of which shall be
designated "Special Shares" for the purposes of Paragraph 5 below), for an
initial investment of $1,000,000 in the International Fund. The shares of
beneficial interest of each Fund subscribed to herein are collectively
referred to as the "Shares".
With respect to the Shares, the undersigned hereby represents that:
1. There is no present reason to anticipate any change in
circumstances or any other occasion or event which would cause the
undersigned to sell or redeem the Shares shortly after the purchase thereof.
2. There are no agreements or arrangements between the undersigned and
the Trust, or any of its officers, trustees, employees or the investment
manager or adviser of the Trust, or any affiliated persons thereof with
respect to the resale, future distribution or redemption of the Shares.
3. The sale of the Shares will only be made by redemption to a Fund
and not by a transfer to any third party without the consent of the Trust.
4. The undersigned is aware that in issuing and selling these Shares,
each Fund and the Trust is relying upon the aforementioned representations.
5. The undersigned is fully aware that the organization expenses of
the Trust, including the costs and expenses of registration of the Trust's
shares of beneficial interest, are being charged to the operation of the
Funds over a period of five years, and that in the event the undersigned
redeems any portion of the Special Shares prior to the end of said
amortization period, the undersigned will reimburse the applicable Fund for
the pro rata share of the unamortized organization expenses (by a reduction
of the redemption proceeds) in the same proportion as the number of special
shares being redeemed bears to the total number of remaining Special Shares
by the undersigned hereunder.
FRANKLIN RESOURCES, INC.
Dated: September 10, 1991 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Title: Executive Vice President
