TEMPLETON FUNDS INC
497, 1995-02-01
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<PAGE>
 
TEMPLETON
WORLD FUND                               PROSPECTUS -- JANUARY 1, 1995
- --------------------------------------------------------------------------------
 
INVESTMENT     Templeton World Fund (the "Fund") seeks long-term capital
OBJECTIVE      growth through a flexible policy of investing in stocks and
AND POLICIES   debt obligations of companies and governments of any nation.
               The Fund is a series of Templeton Funds, Inc.
 
- --------------------------------------------------------------------------------
 
PURCHASE OF    Please complete and return the Shareholder Application. If you
SHARES         need assistance in completing this form, please call our
               Account Services Department. The Fund's Shares may be purchased
               at a price equal to their net asset value plus a sales charge
               not exceeding 5.75% of the offering price. The minimum initial
               investment is $100 ($25 minimum for subsequent investments).
 
- --------------------------------------------------------------------------------
 
PROSPECTUS     This Prospectus sets forth concisely information about the Fund
INFORMATION    that a prospective investor ought to know before investing.
               Investors are advised to read and retain this Prospectus for
               future reference. A Statement of Additional Information ("SAI")
               dated January 1, 1995, has been filed with the Securities and
               Exchange Commission and is incorporated in its entirety by
               reference in and made a part of this Prospectus. This SAI is
               available without charge upon request to Franklin Templeton
               Distributors, Inc., 700 Central Avenue, St. Petersburg, Florida
               33701-3628 or by calling the Account Services Department.
 
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ACCOUNT SERVICES DEPARTMENT -- 1-800-354-9191 OR 813-823-8712
 
- --------------------------------------------------------------------------------
 
TEMPLETON "STAR" SERVICE (24 hours, seven days a week access to current prices,
shareholder account balances/values, last transaction and duplicate account
statements) -- 1-800-654-0123
 
- --------------------------------------------------------------------------------
 
TABLE OF CONTENTS


<TABLE>
<CAPTION>

                        Page
                        ---- 
<S>                     <C>
EXPENSE TABLE.........    2
FINANCIAL HIGHLIGHTS..    3
GENERAL DESCRIPTION...    3
Investment Objective
 and Policies.........    3
INVESTMENT TECHNIQUES.    4
Repurchase Agreements.    4
Options on Indices....    4
Stock Index Futures
 Contracts............    4
Loans of Portfolio
 Securities...........    4
Depositary Receipts...    5
RISK FACTORS..........    5
HOW TO BUY SHARES OF
 THE FUND.............    6
Net Asset Value.......    7
Offering Price........    7
Cumulative Quantity
 Discount.............    8
Letter of Intent......    8
Group Purchases.......    9
Net Asset Value
 Purchases............    9
</TABLE>
<TABLE>
<CAPTION>
                        Page
                        ----
<S>                     <C>
Automatic Investment
 Plan.................   10
Institutional
 Accounts.............   10
Account Statements....   10
Templeton STAR         
 Service..............   11
Retirement Plans......   11
EXCHANGE PRIVILEGE....   11
Exchanges by Timing    
 Accounts.............   11
HOW TO SELL SHARES OF  
 THE FUND.............   12
Reinstatement          
 Privilege............   14
Contingent Deferred    
 Sales Charge.........   14
Systematic Withdrawal  
 Plan.................   14
Redemptions by         
 Telephone............   15
TELEPHONE              
 TRANSACTIONS.........   15
Verification           
 Procedures...........   15
Restricted Accounts...   15
General...............   16
MANAGEMENT OF THE      
 FUND.................   16
Investment Manager....   16
</TABLE>
<TABLE>
<CAPTION>
                        Page
                        ----
<S>                     <C>
Business Manager......   17
Transfer Agent........   17
Custodian.............   17
Plan of Distribution..   17
Expenses..............   17
Brokerage Commissions.   17
GENERAL INFORMATION...   17
Description of
 Shares/Share
 Certificates.........   17
Meetings of
 Shareholders.........   17
Dividends and
 Distributions........   17
Federal Tax
 Information..........   18
Inquiries.............   18
Performance
 Information..........   18
Statements and
 Reports..............   18
WITHHOLDING
 INFORMATION..........   19
CORPORATE RESOLUTION..   20
AUTHORIZATION
 AGREEMENT............   21
THE FRANKLIN TEMPLETON
 GROUP................   22
</TABLE>
 
- --------------------------------------------------------------------------------
 
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
 
                                 EXPENSE TABLE
 
<TABLE>
<S>                                                                     <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of Offering
 Price)................................................................ 5.75%
Deferred Sales Charge.................................................. None*
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees........................................................ 0.62%
12b-1 Fees............................................................. 0.18%**
Other Expenses (audit, legal, business management, transfer agent and
 custodian)............................................................ 0.24%
Total Fund Operating Expenses.......................................... 1.04%
</TABLE>
 
<TABLE>
<CAPTION>
                                             1 YEAR 3 YEARS 5 YEARS 10 YEARS
                                             ------ ------- ------- --------
<S>                                          <C>    <C>     <C>     <C>
You would pay the following expenses on a
 $1,000 investment, assuming (1) 5% annual
 return and (2) redemption at the end of
 each time period:                            $68     $89    $112     $177
</TABLE>
- -------
 * Investments of $1 million or more are not subject to an initial sales
   charge; however, a contingent deferred sales charge of 1% is imposed in the
   event of certain redemption transactions within one year following such
   investments. See "How To Sell Shares Of The Fund--Contingent Deferred Sales
   Charge."
** These expenses may not exceed 0.25% of the Fund's average net assets
   annually. (See '"Management of the Fund--Plan of Distribution.") After a
   substantial period, these expenses, together with the initial sales charge,
   may total more than the maximum sales expense that would have been
   permissible if imposed entirely as an initial sales charge.
 
  The information in the table above is an estimate based on the Fund's
expenses as of the end of the most recent fiscal year. The table is provided
for purposes of assisting current and prospective Shareholders in
understanding the various costs and expenses that an investor in the Fund will
bear, directly or indirectly. The information in the table does not reflect
the charge of up to $15 per transaction if a Shareholder requests that
redemption proceeds be sent by express mail or wired to a commercial bank
account or an administrative service fee of $5.00 per exchange for market
timing or allocation service accounts. THE 5% ANNUAL RETURN AND ANNUAL
EXPENSES SHOULD NOT BE CONSIDERED A REPRESENTATION OF ACTUAL OR EXPECTED FUND
PERFORMANCE OR EXPENSES, BOTH OF WHICH MAY VARY. For a more detailed
discussion of the Fund's fees and expenses, see "Management of the Fund."
 
 
                                       2
<PAGE>
 
                             FINANCIAL HIGHLIGHTS
 
  The following table of selected financial information has been audited by
McGladrey & Pullen, independent certified public accountants, for the years
indicated in their report which is incorporated by reference and which appears
in the Fund's 1994 Annual Report to Shareholders. This statement should be
read in conjunction with the other financial statements and notes thereto
included in the Fund's 1994 Annual Report to Shareholders, which contains
further information about the Fund's performance, and which is available to
shareholders upon request and without charge.
 
<TABLE>
<CAPTION>

                                                                               YEAR ENDED AUGUST 31,
PER SHARE OPERATING PERFORMANCE    -------------------------------------------------------------------------------------------------
(For a share outstanding throughout         
the period)                           1994        1993        1992        1991        1990         1989        1988        1987     
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>         <C>         <C>         <C>          <C>         <C>         <C>         
Net asset value, beginning of     
 period.......................     $    15.94  $    14.42  $    15.05  $    14.70  $    17.30   $    14.43  $    19.05  $    16.59  
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations 
Net investment  income........                       0.26        0.30        0.41        0.46        0.53         0.54        0.47 
Net realized and unrealized       
 gain (loss)..................           2.50        2.81        0.67        1.16       (2.04)        3.31       (2.53)       3.78  
                                   ----------  ----------  ----------  ----------  ----------   ----------  ----------  ----------  
Total from investment             
 operations...................           2.76        3.11        1.08        1.62       (1.51)        3.85       (2.06)       4.18  
                                   ----------  ----------  ----------  ----------  ----------   ----------  ----------  ----------  
Less  distributions...........    
Dividends from net investment     
 income.......................          (0.26)      (0.38)      (0.42)      (0.52)      (0.56)       (0.38)      (0.61)      (0.44) 
Distributions from net            
 realized gains..                       (1.38)      (1.21)      (1.29)      (0.75)      (0.53)       (0.60)      (1.95)      (1.28) 
                                   ----------  ----------  ----------  ----------  ----------   ----------  ----------  ----------  
Total distributions...........          (1.64)      (1.59)      (1.71)      (1.27)      (1.09)       (0.98)      (2.56)      (1.72) 
                                   ----------  ----------  ----------  ----------  ----------   ----------  ----------  ----------  
Change in net asset value for     
 the year.....................           1.12        1.52       (0.63)       0.35       (2.60)        2.87       (4.62)       2.46  
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end              
of period.....................     $    17.06  $    15.94  $    14.42  $    15.05  $    14.70   $    17.30  $    14.43  $    19.05  
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN+                           18.87%      24.71%       8.13%      12.95%      (9.39)%      28.30%     (8.79)%      28.54% 
                                  
RATIOS/SUPPLEMENTAL DATA          
Net assets, end of year (000).     $5,421,691  $4,621,124  $4,046,706  $4,129,635  $4,072,639   $4,728,104  $3,844,126  $4,478,488  
Ratio to average net              
assets of:                                                                                                                     
 Expenses.....................           1.04%       1.02%       0.86%       0.72%       0.69%        0.69%       0.68%       0.67% 
 Net investment income........           1.67%       2.13%       2.76%       3.23%       3.28%        3.54%       3.06%       2.48% 
 Portfolio turnover rate......          30.77%      25.86%      26.60%      22.90%      19.90%       15.56%      20.45%      23.37% 
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                    YEAR ENDED AUGUST 31, 
PER SHARE OPERATING PERFORMANCE    ----------------------
(For a share outstanding throughout
the period)                         1986         1985                                        
- ----------------------------------------------------------                            
<S>                                <C>         <C>               
Net asset value, beginning of                
 period.......................     $   13.52   $    12.68                                       
- ----------------------------------------------------------                                            
Income from investment operations                                  
Net investment  income........          0.43         0.43                                        
Net realized and unrealized                                                                      
 gain (loss)..................          3.60         1.77          
                                   ---------   ----------
Total from investment                        
 operations...................          4.03         2.20                                          
                                   ---------   ----------                                          
Less  distributions...........                                   
Dividends from net investment                                    
 income.......................         (0.43)       (0.36)    
Distributions from net                                                                              
 realized gains..                      (0.53)       (1.00)              
                                   ---------   ----------               
Total distributions...........         (0.96)       (1.36)                                                   
                                   ---------   ----------                
Change in net asset value for                                            
 the year.....................          3.07         0.84                                                      
- ----------------------------------------------------------                          
Net asset value, end                                                      
of period.....................         16.59   $    13.52                 
- ----------------------------------------------------------                          
TOTAL RETURN+                          32.17%       19.55%                
                                                                          
RATIOS/SUPPLEMENTAL DATA                                                  
Net assets, end of year (000).    $3,324,915   $2,289,641                                                         
Ratio to average net                                                       
assets of:                                                                 
 Expenses.....................          0.67%        0.71%                 
 Net investment income........          3.15%        3.84%                                                                          
 Portfolio turnover rate......         28.23%       15.70%   
- ----------------------------------------------------------      
</TABLE>
+ Does not reflect sales charges.
* Not annualized.
 
                              GENERAL DESCRIPTION
 
  Templeton Funds, Inc. (the "Company") was incorporated under the laws of
Maryland on August 15, 1977 and is registered under the Investment Company Act
of 1940 (the "1940 Act") as an open-end diversified investment company. It has
two series of Shares, each of which is a separate mutual fund: Templeton World
Fund and Templeton Foreign Fund. A prospectus for Templeton Foreign Fund is
available upon request and without charge from the Principal Underwriter.
 
  INVESTMENT OBJECTIVE AND POLICIES. The Fund's investment objective is long-
term capital growth, which it seeks to achieve through a flexible policy of
investing in stocks and debt obligations of companies and governments of any
nation. Any income realized will be incidental.
 
  Although the Fund generally invests in common stock, it may also invest in
preferred stocks and certain debt securities, rated or unrated, such as
convertible bonds and bonds selling at a discount. Under normal market
conditions, the Fund will invest at least 65% of its total assets in issuers
domiciled in at least three different nations (one of which may be the United
States). Whenever, in the judgment of the Investment Manager, market or
economic conditions warrant, the Fund may, for temporary defensive purposes,
invest without limit in U.S. Government securities, bank time deposits in the
currency of any major nation and commercial paper meeting the quality ratings
set forth under "Investment Objective and Policies" in the SAI, and purchase
from banks or broker-dealers Canadian or U.S. Government securities with a
simultaneous agreement by the seller to repurchase them within no more than
seven days at the original purchase price plus accrued interest.
 
                                       3
<PAGE>
 
  The Fund may invest no more than 5% of its total assets in securities issued
by any one company or government, exclusive of U.S. Government securities.
Although the Fund may invest up to 25% of its assets in a single industry, it
has no present intention of doing so. The Fund may not invest more than 5% of
its assets in warrants (exclusive of warrants acquired in units or attached to
securities) nor more than 10% of its assets in securities with a limited
trading market. The Investment Objective and Policies described above, as well
as most of the Investment Restrictions described in the SAI, cannot be changed
without Shareholder approval. The Fund invests for long-term growth of capital
and does not intend to place emphasis upon short-term trading profits.
Accordingly, the Fund expects to have a portfolio turnover rate of less than
50%.
 
  The Fund may also purchase and sell stock index futures contracts up to an
aggregate amount not exceeding 20% of its total assets. In addition, in order
to increase its return or to hedge all or a portion of its portfolio
investments, the Fund may purchase and sell put and call options on securities
indices. These investment techniques are described below and under the heading
"Investment Objective and Policies" in the SAI.
 
                             INVESTMENT TECHNIQUES
 
  REPURCHASE AGREEMENTS. When the Fund acquires a security from a U.S. bank or
a registered broker-dealer, it may simultaneously enter into a repurchase
agreement, wherein the seller agrees to repurchase the security at a specified
time and price. The repurchase price is in excess of the purchase price by an
amount which reflects an agreed-upon rate of return, which is not tied to the
coupon rate of the underlying security. Under the 1940 Act, repurchase
agreements are considered to be loans collateralized by the underlying
security and therefore will be fully collateralized. However, if the seller
should default on its obligation to repurchase the underlying security, the
Fund may experience delay or difficulty in exercising its rights to realize
upon the security and might incur a loss if the value of the security
declines, as well as costs in liquidating the security.
 
  OPTIONS ON INDICES. The Fund may purchase and write (i.e., sell) put and
call options on securities indices that are traded on United States and
foreign exchanges or in the over-the-counter markets. An option on a
securities index permits the purchaser of the option, in return for the
premium paid, the right to receive from the seller cash equal to the
difference between the closing price of the index and the exercise price of
the option. The Fund may write a put or call option only if the option is
"covered." This means that so long as the Fund is obligated as the writer of
an option, it will maintain with its custodian cash or cash equivalents equal
to the contract value (in the case of call options) or exercise price (in the
case of put options). The Fund will not purchase put or call options if the
aggregate premium paid for such options would exceed 5% of its total assets.
 
  STOCK INDEX FUTURES CONTRACTS. For hedging purposes only, the Fund may
purchase and sell stock index futures contracts up to an aggregate amount not
exceeding 20% of its total assets. A stock index futures contract is a
bilateral agreement under which two parties agree to take or make delivery of
an amount of cash based on the difference between the value of a stock index
at the beginning and at the end of the contract period. When the Fund enters
into a stock index futures contract, it must make an initial deposit, known as
"initial margin," as a partial guarantee of its performance under the
contract. As the value of the stock index fluctuates, either party to the
contract is required to make additional margin deposits, known as "variation
margin," to cover any additional obligation it may have under the contract. In
addition, when the Fund enters into a futures contract, it will segregate
assets or "cover" its position in accordance with the 1940 Act. See
"Investment Objective and Policies -- Stock Index Futures Contracts" in the
SAI. The Fund may not at any time commit more than 5% of its total assets to
initial margin deposits on futures contracts.
 
  LOANS OF PORTFOLIO SECURITIES. The Fund may lend to banks and broker-dealers
portfolio securities with an aggregate market value of up to one-third of its
total assets. Such loans must be secured by collateral (consisting of any
combination of cash, U.S. Government securities or irrevocable letters of
credit) in an amount at least equal (on a daily marked-to-market basis) to the
current market value of the securities loaned. The Fund may terminate the
loans at any time and obtain the return of the securities loaned within five
business days. The Fund will continue to receive any interest or dividends
paid on the loaned securities and will continue to retain any voting rights
with respect to the securities.
 
                                       4
<PAGE>
 
  DEPOSITARY RECEIPTS. The Fund may purchase sponsored or unsponsored American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global
Depositary Receipts ("GDRs") (collectively, "Depositary Receipts"). ADRs are
Depositary Receipts typically used by a U.S. bank or trust company which
evidence ownership of underlying securities issued by a foreign corporation.
EDRs and GDRs are typically issued by foreign banks or trust companies,
although they also may be issued by U.S. banks or trust companies, and
evidence ownership of underlying securities issued by either a foreign or a
United States corporation. Generally, Depositary Receipts in registered form
are designed for use in the U.S. securities market and Depositary Receipts in
bearer form are designed for use in securities markets outside the United
States. Depositary Receipts may not necessarily be denominated in the same
currency as the underlying securities into which they may be converted.
Depositary Receipts may be issued pursuant to sponsored or unsponsored
programs. In sponsored programs, an issuer has made arrangements to have its
securities traded in the form of Depositary Receipts. In unsponsored programs,
the issuer may not be directly involved in the creation of the program.
Although regulatory requirements with respect to sponsored and unsponsored
programs are generally similar, in some cases it may be easier to obtain
financial information from an issuer that has participated in the creation of
a sponsored program. Accordingly, there may be less information available
regarding issuers of securities underlying unsponsored programs and there may
not be a correlation between such information and the market value of the
Depositary Receipts. Depositary Receipts also involve the risks of other
investments in foreign securities, as discussed below. For purposes of the
Fund's investment policies, the Fund's investments in Depositary Receipts will
be deemed to be investments in the underlying securities.
 
                                 RISK FACTORS
 
  Shareholders should understand that all investments involve risk and there
can be no guarantee against loss resulting from an investment in the Fund, nor
can there be any assurance that the Fund's investment objective will be
attained. As with any investment in securities, the value of, and income from,
an investment in the Fund can decrease as well as increase, depending on a
variety of factors which may affect the values and income generated by the
Fund's portfolio securities, including general economic conditions and market
factors. In addition to the factors which affect the value of individual
securities, a Shareholder may anticipate that the value of the Shares of the
Fund will fluctuate with movements in the broader equity and bond markets, as
well. A decline in the stock market of any country in which the Fund is
invested may also be reflected in declines in the price of the Shares of the
Fund. Changes in currency valuations will also affect the price of the Shares
of the Fund. History reflects both decreases and increases in worldwide stock
markets and currency valuations, and these may reoccur unpredictably in the
future. Additionally, investment decisions made by the Investment Manager will
not always be profitable or prove to have been correct. The Fund is not
intended as a complete investment program.
 
  Successful use of stock index futures contracts and options on securities
indices by the Fund is subject to certain special risk considerations. A
liquid stock index option or futures market may not be available when the Fund
seeks to offset adverse market movements. In addition, there may be an
imperfect correlation between movements in the securities included in the
index and movements in the securities in the Fund's portfolio. Successful use
of stock index futures contracts and options on securities indices is further
dependent on the Investment Manager's ability to predict correctly movements
in the direction of the stock markets and no assurance can be given that its
judgment in this respect will be correct. Risks in the purchase and sale of
stock index futures and options are further referred to in the SAI.
 
  The Fund has the right to purchase securities in any foreign country,
developed or underdeveloped. Investors should consider carefully the
substantial risks involved in investing in securities issued by companies and
governments of foreign nations, which are in addition to the usual risks
inherent in domestic investments. There is the possibility of expropriation,
nationalization or confiscatory taxation, taxation of income earned in foreign
nations or other taxes imposed with respect to investments in foreign nations,
foreign exchange controls (which may include suspension of the ability to
transfer currency from a given country), default in foreign government
securities, political or social instability or diplomatic developments which
could affect investments in securities of issuers in foreign
 
                                       5
<PAGE>
 
nations. Some countries may withhold portions of interest and dividends at the
source. In addition, in many countries there is less publicly available
information about issuers than is available in reports about companies in the
United States. Foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards, and auditing practices
and requirements may not be comparable to those applicable to United States
companies. Further, the Fund may encounter difficulties or be unable to pursue
legal remedies and obtain judgments in foreign courts. Commission rates in
foreign countries, which are sometimes fixed rather than subject to
negotiation as in the United States, are likely to be higher. Foreign
securities markets also have different clearance and settlement procedures,
and in certain markets there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it difficult
to conduct such transactions. Delays in settlement could result in temporary
periods when assets of the Fund are uninvested and no return is earned
thereon. The inability of the Fund to make intended security purchases due to
settlement problems could cause the Fund to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result either in losses to the Fund due to subsequent declines
in value of the portfolio security or, if the Fund has entered into a contract
to sell the security, could result in possible liability to the purchaser. In
many foreign countries, there is less government supervision and regulation of
business and industry practices, stock exchanges, brokers and listed companies
than in the United States. The foreign securities markets of many of the
countries in which the Fund may invest may also be smaller, less liquid, and
subject to greater price volatility than those in the United States. The Fund
may invest in Eastern European countries, which involves special risks that
are described under "Risk Factors" in the SAI.
 
  The Fund is authorized to invest in medium quality or high risk, lower
quality debt securities that are rated between BBB and as low as CCC by
Standard & Poor's Corporation ("S&P") and between Baa and as low as Caa by
Moody's Investors Service, Inc. ("Moody's") or, if unrated, are of equivalent
investment quality as determined by the Investment Manager. As an operating
policy, which may be changed by the Board of Directors without Shareholder
approval, the Fund will not invest more than 5% of its total assets in debt
securities rated BBB or lower by S&P or Baa or lower by Moody's. The Board may
consider a change in this operating policy if, in its judgment, economic
conditions change such that a higher level of investment in high risk, lower
quality debt securities would be consistent with the interests of the Fund and
its Shareholders. High risk, lower quality debt securities, commonly referred
to as "junk bonds," are regarded, on balance, as predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation and may be in default. Unrated
debt securities are not necessarily of lower quality than rated securities but
they may not be attractive to as many buyers. Regardless of rating levels, all
debt securities considered for purchase (whether rated or unrated) will be
carefully analyzed by the Investment Manager to insure, to the extent
possible, that the planned investment is sound. The Fund may, from time to
time, purchase defaulted debt securities if, in the opinion of the Investment
Manager, the issuer may resume interest payments in the near future. The Fund
will not invest more than 10% of its total assets in defaulted debt
securities, which may be illiquid.
 
  The Fund usually effects currency exchange transaction on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign exchange market.
However, some price spread on currency exchange (to cover service charges)
will be incurred when the Fund converts assets from one currency to another.
There are further risk considerations, including possible losses through the
holding of securities in domestic and foreign custodial banks and
depositories, described in the SAI.
 
                         HOW TO BUY SHARES OF THE FUND
 
  Shares of the Fund may be purchased at the Offering Price through any broker
which has a dealer agreement with Franklin Templeton Distributors, Inc.
("FTD"), the Principal Underwriter of the Shares of the Fund, or directly from
FTD upon receipt by FTD of a completed Shareholder Application and check. The
minimum initial purchase order is $100 (other than in monthly investment
plans, such as sponsored payroll deduction, automatic investment, split-
funding or comparable plans, which require a minimum of $25), with subsequent
investments of $25 or more.
 
                                       6
<PAGE>
 
  NET ASSET VALUE. The net asset value of the Shares of the Fund is computed
as of the close of trading on each day the New York Stock Exchange is open for
trading, by dividing the value of the Fund's securities plus any cash and
other assets (including accrued interest and dividends receivable) less all
liabilities (including accrued expenses) by the number of shares outstanding,
adjusted to the nearest whole cent. A security listed or traded on a
recognized stock exchange or NASDAQ is valued at its last sale price on the
principal exchange on which the security is traded. The value of a foreign
security is determined in its national currency as of the close of trading on
the foreign exchange on which it is traded or as of the close of trading on
the New York Stock Exchange, if that is earlier, and that value is then
converted into its U.S. dollar equivalent at the foreign exchange rate in
effect at noon, New York time, on the day the value of the foreign security is
determined. If no sale is reported at that time, the mean between the current
bid and asked price is used. Occasionally, events which affect the values of
such securities and such exchange rates may occur between the times at which
they are determined and the close of the New York Stock Exchange, and will
therefore not be reflected in the computation of the Fund's net asset value.
If events materially affecting the value of such securities occur during such
period, then these securities will be valued at fair value as determined by
the management and approved in good faith by the Board of Directors. All other
securities for which over-the-counter market quotations are readily available
are valued at the mean between the current bid and asked price. Securities for
which market quotations are not readily available and other assets are valued
at fair value as determined by the management and approved in good faith by
the Board of Directors.
 
  OFFERING PRICE. The price to the public on purchases of Shares made at one
time by a single purchaser, by an individual, his or her spouse and their
children under the age of 21, or by a single trust or fiduciary account other
than an employee benefit plan, is the net asset value per Share plus a sales
charge not exceeding 5.75% of the Offering Price (equivalent to 6.10% of the
net asset value), which is reduced on larger sales as shown below.
 
<TABLE>
<CAPTION>
                                      TOTAL SALES CHARGE
                         --------------------------------------------
                          AS A PERCENTAGE OF   AS A PERCENTAGE OF NET  PORTION OF TOTAL
   AMOUNT OF SINGLE SALE OFFERING PRICE OF THE   ASSET VALUE OF THE     OFFERING PRICE
   AT OFFERING PRICE       SHARES PURCHASED       SHARES PURCHASED    RETAINED BY DEALERS
   --------------------- --------------------- ---------------------- -------------------
<S>                      <C>                   <C>                    <C>
Less than $50,000.......         5.75%                 6.10%                 5.00%
$50,000 but less than
 $100,000...............         4.50%                 4.71%                 3.75%
$100,000 but less than
 $250,000...............         3.50%                 3.63%                 2.80%
$250,000 but less than
 $500,000...............         2.50%                 2.56%                 2.00%
$500,000 but less than
 $1,000,000.............         2.00%                 2.04%                 1.60%
$1,000,000 or more......         none                   none             (see below)*
</TABLE>
 
- -------
* The following commissions will be paid by FTD to dealers who initiate and
 are responsible for purchases of $1 million or more or for purchases made at
 net asset value by certain retirement plans of organizations with collective
 retirement plan assets of $10 million or more: 1.00% on sales of up to $2
 million, plus 0.80% on sales of $2 million to $3 million, plus 0.50% on sales
 of $3 million to $50 million, plus 0.25% on sales of $50 million to $100
 million, plus 0.15% on sales in excess of $100 million.
 
  No initial sales charge applies on investments of $1 million or more, but a
contingent deferred sales charge of 1% is imposed on certain redemptions
within one year of the purchase. See "How to Sell Shares of the Fund --
 Contingent Deferred Sales Charge."
 
  A sales charge of 4% of the Offering Price (4.17% of the net asset value) is
applicable to all purchases of Shares made for any qualified or non-qualified
employee benefit plan which is a Shareholder in the Fund on or before February
1, 1995. Of the 4% sales charge applicable to such purchases, 3.20% of the
Offering Price will be retained by dealers.
 
  At the discretion of FTD, the entire sales commission may at times be
reallowed to dealers. During periods when 90% or more of the sales commission
is reallowed, such dealers may be deemed to be underwriters as that term is
defined in the Securities Act of 1933. FTD or its affiliates, at their
expense, may also provide additional compensation to dealers in connection
with sales of Shares of
 
                                       7
<PAGE>
 
the Fund and other funds in the Franklin Group of Funds (R) and the Templeton
Family of Funds (collectively, the "Franklin Templeton Group"). Compensation
may include financial assistance to dealers in connection with conferences,
sales or training programs for their employees, seminars for the public,
advertising, sales campaigns and/or shareholder services and programs
regarding one or more funds in the Franklin Templeton Group and other dealer-
sponsored programs or events. In some instances, this compensation may be made
available only to certain dealers whose representatives have sold or are
expected to sell significant amounts of such Shares. Compensation may include
payment for travel expenses, including lodging, incurred in connection with
trips taken by invited registered representatives and members of their
families to locations within or outside of the U.S. for meetings or seminars
of a business nature. Dealers may not use sales of the Fund's Shares to
qualify for this compensation to the extent such may be prohibited by the laws
of any state or any self-regulatory agency, such as the National Association
of Securities Dealers, Inc. In addition, FTD or its affiliates may make
ongoing payments to brokerage firms, financial institutions (including banks)
and others to facilitate the administration and servicing of shareholder
accounts. None of the aforementioned additional compensation is paid for by
the Fund or its Shareholders.
 
  A continuing trail fee will be paid to qualifying dealers at the annual rate
of 0.15% of the average daily net asset value of the Fund Shares purchased
prior to January 1, 1993, and 0.25% of the average daily net asset value of
the Fund Shares purchased after January 1, 1993, for Fund Shares registered in
the name of that broker-dealer as nominee or held in a Shareholder account
that designates that broker-dealer as dealer of record. This fee is paid in
order to promote selling efforts and to compensate dealers for providing
certain services, including processing purchase and redemption transactions,
establishing Shareholder accounts and providing certain information and
assistance with respect to the Fund.
 
  As to telephone orders placed with FTD by dealers, the dealer must receive
the investor's order before the close of the New York Stock Exchange and
transmit it to FTD by 5:00 p.m., New York time, for the investor to receive
that day's Offering Price. Payment for such orders must be by check in U.S.
currency and must be promptly submitted to FTD. Orders mailed to FTD by
dealers or individual investors are effected at the Offering Price next
computed after the purchase order accompanied by payment has been received by
FTD. Such payment must be by check in U.S. currency drawn on a commercial bank
in the U.S. and, if over $100,000, may not be deemed to have been received
until the proceeds have been collected unless the check is certified or issued
by such bank. Any subscription may be rejected by FTD or by the Fund.
 
  The Fund may impose a $10 charge against a Shareholder account in the event
that a check or draft submitted for the purchase of Fund Shares is returned
unpaid to the Fund.
 
  Investors should promptly check the confirmation advice that is mailed after
each purchase (or redemption) in order to insure that it has been accurately
recorded in the investor's account.
 
  CUMULATIVE QUANTITY DISCOUNT. The schedule of reduced sales charges also may
be applied to qualifying sales on a cumulative basis. For this purpose, the
dollar amount of the sale is added to the higher of (1) the value (calculated
at the applicable Offering Price) or (2) the purchase price, of any other
Shares of the Fund and/or other funds in the Franklin Templeton Group owned at
that time by the purchaser, his or her spouse, and their children under age
21. In addition, the aggregate investments of a trustee or other fiduciary
account (for an account under exclusive investment authority) may be
considered in determining whether a reduced sales charge is available, even
though there may be a number of beneficiaries of the account. For example, if
the investor held Shares valued at $40,000 (or, if valued at less than
$40,000, had been purchased for $40,000) and purchased an additional $20,000
of the Fund's Shares, the sales charge for the $20,000 purchase would be at
the rate of 4.50%. It is FTD's policy to give investors the best sales charge
rate possible; however, there can be no assurance that an investor will
receive the appropriate discount unless, at the time of placing the purchase
order, the investor or the dealer makes a request for the discount and gives
FTD sufficient information to determine whether the purchase will qualify for
the discount. On telephone orders from dealers for the purchase of Shares to
be registered in "street name," FTD will accept the dealer's instructions with
respect to the applicable sales charge rate to be applied. The cumulative
quantity discount may be amended or terminated at any time.
 
  LETTER OF INTENT. Investors may also reduce sales charges on all investments
by means of a Letter of Intent ("LOI") which expresses the investor's
intention to invest a certain amount within a 13-month period in Shares of the
Fund or any other fund in the Franklin Templeton Group. See the Shareholder
Application. The minimum initial investment under an LOI is 5% of the total
LOI amount. Shares
 
                                       8
<PAGE>
 
purchased with the first 5% of such amount will be held in escrow to secure
payment of the higher sales charge applicable to the Shares actually purchased
if the full amount indicated is not purchased, and such escrowed Shares will
be involuntarily redeemed to pay the additional sales charge, if necessary. A
purchase not originally made pursuant to an LOI may be included under a
subsequent LOI executed within 90 days of the purchase. Any redemptions made
by the Shareholder during the 13-month period will be subtracted from the
amount of the purchases for purposes of determining whether the terms of the
LOI have been completed. For a further description of the Letter of Intent,
see "Purchase, Redemption and Pricing of Shares--Letter of Intent" in the SAI.
 
  GROUP PURCHASES. An individual who is a member of a qualified group may also
purchase Shares of the Fund at the reduced sales charge applicable to the
group as a whole. The sales charge is based upon the aggregate dollar value of
Shares previously purchased and still owned by the group, plus the amount of
the current purchase. For example, if members of the group had previously
invested and still held $80,000 of Fund Shares and now were investing $25,000,
the sales charge would be 3.50%. Information concerning the current sales
charge applicable to a group may be obtained by contacting FTD.
 
  A "qualified group" is one which (i) has been in existence for more than six
months, (ii) has a purpose other than acquiring Fund Shares at a discount, and
(iii) satisfies uniform criteria which enable FTD to realize economies of
scale in its costs of distributing Shares. A qualified group must have more
than 10 members, must be available to arrange for group meetings between
representatives of the Fund or FTD and the members, must agree to include
sales and other materials related to the Fund in its publications and mailings
to members at reduced or no cost to FTD, and must seek to arrange for payroll
deduction or other bulk transmission of investments to the Fund.
 
  If an investor selects a payroll deduction plan, subsequent investments will
be automatic and will continue until such time as the investor notifies the
Fund and the investor's employer to discontinue further investments. Due to
the varying procedures to prepare, process and forward the payroll deduction
information to the Fund, there may be a delay between the time of the payroll
deduction and the time the money reaches the Fund. The investment in the Fund
will be made at the Offering Price per Share determined on the day that both
the check and payroll deduction data are received in required form by the
Fund.
 
  NET ASSET VALUE PURCHASES. Shares of the Fund may be purchased at net asset
value without imposition of a sales charge by the following persons: (i)
trustees or other fiduciaries purchasing securities for certain retirement
plans with assets of $10 million or more; (ii) directors, trustees and
officers of the investment companies sponsored by Templeton Worldwide, Inc.
and its affiliates (the "Templeton Group"), directors, officers and employees
(current or retired) in the Templeton Group (and their families) and
retirement plans established by the Templeton Group for employees; (iii)
companies exchanging shares with or selling assets to the Fund pursuant to a
merger, acquisition or exchange offer; (iv) registered securities dealers and
their affiliates, for their investment account only, and registered personnel
and employees of securities dealers and their spouses and family members in
accordance with the internal policies and procedures of the employing
securities dealer; (v) insurance company separate accounts for pension plan
contracts; (vi) accounts managed by the Templeton Group; (vii) shareholders of
Templeton Institutional Funds, Inc. reinvesting redemption proceeds from that
fund under an employee benefit plan qualified under Section 401 of the
Internal Revenue Code of 1986, as amended (the "Code") in Shares of the Fund;
(viii) certain unit investment trusts and unit holders of such trusts
reinvesting their distributions from the trusts in the Fund; and (ix)
employees (and their families) of financial institutions which have, directly
or through affiliates, signed an agreement with FTD.
 
  Shares of the Fund may be purchased at net asset value by investment
advisers and/or affiliated broker-dealers who have entered into a supplemental
agreement with FTD, on behalf of their clients who are participating in a
comprehensive fee program (also known as a wrap fee program). Contact Franklin
Templeton Institutional Services for additional information.
 
  Shares of the Fund may also be purchased at net asset value by employee
benefit plans qualified under Section 401 of the Code including salary
reduction plans qualified under Section 401(k) of the Code, subject to minimum
requirements with respect to number of employees or amount of purchase, which
may be established by FTD. Currently, those criteria require that the employer
establishing the plan have 500 or more employees or that the amount invested
or to be invested during the subsequent 13-month period in the Fund or any
other funds in the Franklin Templeton Group must total at least $1 million.
Employee benefit plans not qualified under Section 401 of the Code may be
afforded the same privilege if they meet the above requirements as well as the
uniform criteria for qualified groups
 
                                       9
<PAGE>
 
described above under "Group Purchases" which enable FTD to realize economies
of scale in its sales efforts and sales-related expenses. If investments by
employee benefit plans at net asset value are made through a dealer who has
executed a dealer agreement with FTD, FTD or one of its affiliates may make a
payment, out of their own resources, to such dealer in an amount not to exceed
0.25% of the amount invested. Contact Franklin Templeton Institutional
Services for additional information.
 
  Shares of the Fund may also be purchased at net asset value by anyone who
has taken a distribution from an existing retirement plan already invested in
any other fund(s) in the Franklin Templeton Group. In order to exercise this
privilege, a written order for the purchase of Shares of the Fund must be
received by Franklin Templeton Trust Company, the Fund, or Franklin Templeton
Investor Services, Inc. (the "Transfer Agent") within 120 days after the plan
distribution. To obtain a free Prospectus for any fund in the Franklin
Templeton Group, please call toll free at 1-800-DIAL BEN (1-800-342-5236).
 
  Shares of the Fund may be purchased at net asset value by trust companies
and bank trust departments for funds over which they exercise exclusive
discretionary investment authority and which are held in a fiduciary, agency,
advisory, custodial or similar capacity. Such purchases are subject to minimum
requirements with respect to amount of purchase, which may be established by
FTD. Currently, those criteria require that the amount invested or to be
invested during the subsequent 13-month period in the Fund or any other funds
in the Franklin Templeton Group must total at least $1 million. Orders for
such accounts will be accepted by mail accompanied by a check, or by telephone
or other means of electronic data transfer directly from the bank or trust
company, with payment by federal funds received by the close of business on
the next business day following such order. If an investment by a trust
company or bank trust department at net asset value is made through a dealer
who has executed a dealer agreement with FTD, FTD or one of its affiliates may
make payment, out of their own resources, to such dealer in an amount not to
exceed 0.25% of the amount invested. Contact Franklin Templeton Institutional
Services for additional information.
 
  Shares of the Fund may also be purchased at net asset value by an investor
who has, within the past 60 days, redeemed an investment in an unaffiliated
mutual fund which charged the investor a contingent deferred sales charge upon
redemption, and which has investment objectives similar to those of the Fund.
 
  Shares of the Fund may also be purchased at net asset value by any state,
county or city, or any instrumentality, department, authority or agency
thereof, which has determined that the Fund is a legally permissible
investment and which is prohibited by applicable investment laws from paying a
sales charge or commission in connection with the purchase of shares of any
registered management investment company (an "eligible governmental
authority"). Such investors should consult their own legal advisers to
determine whether and to what extent the Shares of the Fund constitute legal
investments for them. Municipal investors considering investment of proceeds
of bond offerings into the Fund should consult with expert counsel to
determine the effect, if any, of various payments made by the Fund or its
investment manager on arbitrage rebate calculations. If an investment by an
eligible governmental authority at net asset value is made through a dealer
who has executed a dealer agreement with FTD, FTD or one of its affiliates may
make a payment, out of their own resources, to such dealer in an amount not to
exceed 0.25% of the amount invested. Contact Franklin Templeton Institutional
Services for additional information.
 
  AUTOMATIC INVESTMENT PLAN. Investors may accumulate Fund Shares regularly
each month by means of automatic debits to their checking accounts ($25
minimum). Forms for this purpose are in the Shareholder Application in this
Prospectus. Such a plan is voluntary and may be discontinued by written notice
to FTD, which must be received 10 days prior to the collection date, or by FTD
upon written notice to the investor at least 30 days prior to the collection
date.
 
  INSTITUTIONAL ACCOUNTS. Institutional investors will likely be required to
complete an institutional account application. There may also be additional
methods of opening accounts, purchasing, redeeming or exchanging Shares of the
Fund available for institutional accounts. To obtain an institutional account
application or additional information regarding institutional accounts,
contact Franklin Templeton Institutional Services at 1-800-321-8563.
 
  ACCOUNT STATEMENTS. Shareholder accounts are opened in accordance with the
Shareholder's registration instructions. Transactions in the account, such as
additional investments and dividend reinvestments, will be reflected on
regular confirmation statements from the Transfer Agent.
 
                                      10
<PAGE>
 
  TEMPLETON STAR SERVICE. Shareholders may check the current prices of Shares,
account balances/values, a description of the last transaction and duplicate
account statements, 24 hours a day, 365 days a year, with Templeton STAR
Service by calling 1-800-654-0123 from a touch-tone telephone. A fund code
(the Fund's code is 102) and the Shareholder's account number are necessary
for accessing information (other than Share prices) from Templeton STAR
Service.
 
  RETIREMENT PLANS. Shares of the Fund may be purchased through various
retirement plans including the following plans for which Franklin Templeton
Trust Company or its affiliate acts as trustee or custodian: IRAs, Simplified
Employee Pensions, 403(b) plans, qualified plans for corporations, self-
employed individuals and partnerships, and 401(k) plans. For further
information about any of the plans, agreements, applications and annual fees,
contact Franklin Templeton Distributors, Inc. To determine which retirement
plan is appropriate, an investor should contact his or her tax adviser.
 
                              EXCHANGE PRIVILEGE
 
  A Shareholder may exchange Shares into other funds in the Franklin Templeton
Group (except Templeton American Trust, Inc., Templeton Capital Accumulator
Fund, Inc., Templeton Variable Annuity Fund, Templeton Variable Products
Series Fund and Franklin Valuemark II). However, until February 1, 1995,
Shares purchased at net asset value and subject to a contingent deferred sales
charge (see "How to Sell Shares of the Fund--Contingent Deferred Sales
Charge") are not eligible for exchange between the Templeton Family of Funds
and the Franklin Group of Funds (R) (this restriction does not apply to
exchanges within an employee benefit plan).
 
  Exchange purchases are subject to the minimum investment requirements of the
fund purchased and no sales charge generally applies. However, exchanges of
shares from the Franklin Templeton Money Funds are subject to applicable sales
charges on the funds being purchased, unless the Franklin Templeton Money Fund
shares were acquired by an exchange from a fund having a sales charge, or by
reinvestment of dividends or capital gains distributions. Exchanges of shares
of a fund which were purchased with a lower sales charge to a fund which has a
higher sales charge will be charged the difference, unless the shares were
held in the original fund for at least six months prior to executing the
exchange. All exchanges are permitted only after at least 15 days have elapsed
from the date of the purchase of the Shares to be exchanged.
 
  A Shareholder may exchange Shares by writing to the Transfer Agent (see "How
to Sell Shares of the Fund"), by contacting his or her investment dealer or--
if the Shareholder Application indicates that the Shareholder has not declined
the option--by telephoning 1-800-354-9191. Telephone exchange instructions
must be received by FTD by 4:00 p.m., New York time. Telephonic exchanges can
involve only Shares in non-certificated form. Shares held in certificate form
are not eligible, but may be returned and qualify for these services. All
accounts involved in a telephonic exchange must have the same registration and
dividend option as the account from which the Shares are being exchanged. The
Fund and the Transfer Agent will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. Please refer to "Telephone
Transactions--Verification Procedures." Forms for declining the telephone
exchange privilege and prospectuses of the other funds in the Franklin
Templeton Group may be obtained from FTD. Exchange redemptions and purchases
are processed simultaneously at the share prices next determined after the
exchange order is received. (See "How to Buy Shares of the Fund--Offering
Price.") A gain or loss for tax purposes generally will be realized upon the
exchange, depending on the tax basis of the Shares redeemed.
 
  This exchange privilege is available only in states where shares of the fund
being acquired may legally be sold and may be modified, limited or terminated
at any time by the Fund upon sixty (60) days' written notice. A Shareholder
who wishes to make an exchange should first obtain and review a current
prospectus of the fund into which he or she wishes to exchange. Broker-dealers
who process exchange orders on behalf of their customers may charge a fee for
their services. Such fee may be avoided by making requests for exchange
directly to the Transfer Agent.
 
  The equivalent of an exchange involving retirement accounts (including IRAs)
between the Templeton Family of Funds and the Franklin Group of Funds (R)
requires the completion of additional documentation before it can be effected.
Call 1-800-354-9191 for further information and forms.
 
  EXCHANGES BY TIMING ACCOUNTS. In the case of market timing or allocation
services ("Timing Accounts"), FTD will deduct an administrative service fee of
$5.00 per exchange. Timing Accounts generally include accounts administered so
as to redeem or purchase
 
                                      11
<PAGE>
 
shares based upon certain predetermined market indicators. In accordance with
the terms of their respective prospectuses, certain funds in the Franklin
Templeton Group do not accept or may place differing limitations than those
described below on exchanges by Timing Accounts.
 
  The Fund reserves the right to temporarily or permanently terminate the
exchange privilege or reject any specific purchase order for any Timing
Account or any person whose transactions seem to follow a timing pattern who:
(i) makes an exchange request out of the Fund within two weeks of an earlier
exchange request out of the Fund, (ii) makes more than two exchanges out of
the Fund per calendar quarter, or (iii) exchanges shares equal in value to at
least $5 million, or more than 1% of the Fund's net assets. Accounts under
common ownership or control, including accounts administered so as to redeem
or purchase shares based upon certain predetermined market indicators, will be
aggregated for purposes of the exchange limits.
 
  In addition, the Fund reserves the right to refuse the purchase side of
exchange requests by any Timing Account, person, or group if, in the
Investment Manager's judgment, the Fund would be unable to invest effectively
in accordance with its investment objectives and policies, or would otherwise
potentially be adversely affected. A Shareholder's exchanges into the Fund may
be restricted or refused if the Fund receives or anticipates simultaneous
orders affecting significant portions of the Fund's assets. In particular, a
pattern of exchanges that coincides with a "market timing" strategy may be
disruptive to the Fund and therefore may be refused.
 
  Finally, as indicated above, the Fund and FTD reserve the right to refuse
any order for the purchase of Shares.
 
                        HOW TO SELL SHARES OF THE FUND
 
  Shares will be redeemed, without charge, on request of the Shareholder in
"Proper Order" to the Transfer Agent. "PROPER ORDER" MEANS THAT THE REQUEST TO
REDEEM MUST MEET ALL THE FOLLOWING REQUIREMENTS:
 
  1. Except as provided below under "Redemptions by Telephone," it must be in
writing, signed by the Shareholder(s) exactly in the manner as the Shares are
registered, and must specify either the number of Shares, or the dollar amount
of Shares, to be redeemed and sent to Franklin Templeton Investor Services,
Inc., P.O. Box 33030, St. Petersburg, Florida 33733-8030;
 
  2. The signature(s) of the redeeming Shareholder(s) must be guaranteed by an
"eligible guarantor," including (1) national or state banks, savings
associations, savings and loan associations, trust companies, savings banks,
industrial loan companies and credit unions; (2) national securities
exchanges, registered securities associations and clearing agencies; (3)
securities broker-dealers which are members of a national securities exchange
or a clearing agency or which have minimum net capital of $100,000; or (4)
institutions that participate in the Securities Transfer Agent Medallion
Program ("STAMP") or other recognized signature medallion program. A notarized
signature will not be sufficient for the request to be in Proper Order. If the
Shares are registered in more than one name, the signature of each of the
redeeming Shareholders must be guaranteed. A signature guarantee is not
required for redemptions of $50,000 or less, requested by and payable to all
Shareholders of record, to be sent to the address of record for that account.
However, the Fund reserves the right to require signature guarantees on all
redemptions. A signature guarantee is required in connection with any written
request for transfer of Shares. Also, a signature guarantee is required if the
Fund or the Transfer Agent believes that a signature guarantee would protect
against potential claims based on the transfer instructions, including, for
example, when (a) the current address of one or more joint owners of an
account cannot be confirmed, (b) multiple owners have a dispute or give
inconsistent instructions to the Fund, (c) the Fund has been notified of an
adverse claim, (d) the instructions received by the Fund are given by an
agent, not the actual registered owner, (e) the Fund determines that joint
owners who are married to each other are separated or may be the subject of
divorce proceedings, or (f) the authority of a representative of a
corporation, partnership, association, or other entity has not been
established to the satisfaction of the Fund;
 
  3. Any outstanding certificates must accompany the request together with a
stock power signed by the Shareholder(s), with signature(s) guaranteed as
described in Item 2 above;
 
                                      12
<PAGE>
 
  4. Liquidation requests of corporate, partnership, trust and custodianship
accounts, and accounts under court jurisdiction, require the following
documentation to be in proper form:
 
    . Corporation--(i) Signature guaranteed letter of instruction from the
     authorized officer(s) of the corporation, and (ii) a corporate
     resolution in a form satisfactory to the Transfer Agent;
    . Partnership--(i) Signature guaranteed letter of instruction from a
     general partner and, if necessary, (ii) pertinent pages from the
     partnership agreement identifying the general partners or other
     documentation in a form satisfactory to the Transfer Agent;
    . Trust--(i) Signature guaranteed letter of instruction from the
     trustee(s), and (ii) a copy of the pertinent pages of the trust document
     listing the trustee(s) or a certificate of incumbency if the trustee(s)
     are not listed on the account registration;
    . Custodial (other than a retirement account)--Signature guaranteed
     letter of instruction from the custodian;
    . Accounts under court jurisdiction--Check court documents and the
     applicable state law since these accounts have varying requirements,
     depending upon the state of residence; and
 
  5. Redemption of Shares held in a retirement plan for which Franklin
Templeton Trust Company or its affiliate acts as trustee or custodian must
conform to the distribution requirements of the plan and the Fund's redemption
requirements above. Distributions from such plans are subject to additional
requirements under the Code, and certain documents (available from the
Transfer Agent) must be completed before the distribution may be made. For
example, distributions from retirement plans are subject to withholding
requirements under the Code, and the IRS Form W-4P (available from the
Transfer Agent) may be required to be submitted to the Transfer Agent with the
distribution request, or the distribution will be delayed. Franklin Templeton
Investor Services, Inc. and its affiliates assume no responsibility to
determine whether a distribution satisfies the conditions of applicable tax
laws and will not be responsible for any penalties assessed.
 
  To avoid delay in redemption or transfer, Shareholders having questions
about these requirements should contact the Account Services Department by
calling 1-800-354-9191 or 813-823-8712.
 
  The redemption price will be the net asset value of the Shares next computed
after the redemption request in Proper Order is received by the Transfer
Agent. Payment of the redemption price ordinarily will be made by check (or by
wire at the sole discretion of the Transfer Agent if wire transfer is
requested including name and address of the bank and the Shareholder's account
number to which payment of the redemption proceeds is to be wired) within
seven days after receipt of the redemption request in Proper Order. However,
if Shares have been purchased by check, the Fund will make redemption proceeds
available when a Shareholder's check received for the Shares purchased has
been cleared for payment by the Shareholder's bank, which, depending upon the
location of the Shareholder's bank, could take up to fifteen days or more. The
check will be mailed by first-class mail to the Shareholder's registered
address (or as otherwise directed). Remittance by wire (to a commercial bank
account in the same name(s) as the Shares are registered) or express mail, if
requested, are subject to a handling charge of up to $15, which will be
deducted from the redemption proceeds.
 
  The Fund, through FTD, also repurchases Shares (whether in certificate or
book-entry form) through securities dealers. The Fund normally will accept
orders to repurchase such Shares by wire or telephone from dealers for their
customers at the net asset value next computed after the dealer has received
the Shareholder's request for repurchase, if the dealer received such request
before closing time of the New York Stock Exchange on that day. Dealers have
the responsibility of submitting such repurchase requests by calling not later
than 5:00 p.m., New York time, on such day in order to obtain that day's
applicable redemption price. Repurchase of Shares is for the convenience of
Shareholders and does not involve a charge by the Fund; however, securities
dealers may impose a charge on the Shareholder for transmitting the notice of
repurchase to the Fund. The Fund reserves the right to reject any order for
repurchase, which right of rejection might adversely affect Shareholders
seeking redemption through the repurchase procedure. Ordinarily, payment will
be made to the securities dealer within seven days after receipt of a
repurchase order and Share certificate (if any) in "Proper Order" as set forth
above. The Fund will also accept, from member firms of the New York Stock
Exchange, orders to repurchase Shares for
 
                                      13
<PAGE>
 
which no certificates have been issued by wire or telephone without a
redemption request signed by the Shareholder, provided the member firm
indemnifies the Fund and FTD from any liability resulting from the absence of
the Shareholder's signature. Forms for such indemnity agreement can be
obtained from FTD.
 
  The Fund may involuntarily redeem an investor's Shares if the net asset
value of such Shares is less than $100, provided that involuntary redemptions
will not result from fluctuations in the value of an investor's Shares. In
addition, the Fund may involuntarily redeem the Shares of any investor who has
failed to provide the Fund with a certified taxpayer identification number or
such other tax-related certifications as the Fund may require. A notice of
redemption, sent by first-class mail to the investor's address of record, will
fix a date not less than 30 days after the mailing date and Shares will be
redeemed at net asset value at the close of business on that date, unless
sufficient additional Shares are purchased to bring the aggregate account
value up to $100 or more, or unless a certified taxpayer identification number
(or such other information as the Fund has requested) has been provided, as
the case may be. A check for the redemption proceeds will be mailed to the
investor at the address of record.
 
  REINSTATEMENT PRIVILEGE. A former Shareholder of any eligible fund in the
Franklin Templeton Group may reinvest proceeds from a redemption or a dividend
or capital gains distribution, without a sales charge, in any other eligible
Templeton Fund by sending a written request and a check to the Transfer Agent
within 120 days after the date of the redemption or distribution. Reinvestment
will be at the next calculated net asset value after receipt. However, if a
Shareholder's original investment was in a Fund with a lower sales charge, or
no sales charge, the Shareholder must pay the difference. Credit will be given
for any contingent deferred sales charge paid on the Shares redeemed. The
amount of gain or loss resulting from a redemption may be affected by exercise
of the reinstatement privilege if the Shares redeemed were held for 90 days or
less, or if a Shareholder reinvests in the same fund within 30 days.
 
  CONTINGENT DEFERRED SALES CHARGE. In order to recover commissions paid to
dealers on qualified investments of $1 million or more, or for purchases made
by certain retirement plans of organizations with collective retirement plan
assets of $10 million or more, a contingent deferred sales charge of 1%
applies to certain redemptions by those investors within the first year after
investing. The charge is 1% of the lesser of the value of the Shares redeemed
(exclusive of reinvested dividends and capital gains distributions) or the
total cost of such Shares, and is retained by FTD. In determining if a charge
applies and the amount of any such charge, the first Shares redeemed are those
purchased with reinvested dividends and capital gains distributions, followed
by others held the longest. The contingent deferred sales charge is waived for
exchanges (except if Shares acquired by exchange were then redeemed within 12
months of the initial purchase); for distributions to participants in
qualified retirement plans due to death, disability or attainment of age 59
1/2; for tax-free returns of excess contributions to employee benefit plans;
for distributions from employee benefit plans; and for redemptions through the
Systematic Withdrawal Plan.
 
  SYSTEMATIC WITHDRAWAL PLAN. A Shareholder may establish a Systematic
Withdrawal Plan ("Plan") and receive periodic payments from the account
provided that the net asset value of the Shares held by the Shareholder is at
least $5,000. There are no service charges for establishing or maintaining a
Plan. The minimum amount which the Shareholder may withdraw is $50 per
withdrawal transaction although this is merely the minimum amount allowed
under the Plan and should not be mistaken for a recommended amount. The Plan
may be established on a monthly, quarterly, semi-annual or annual basis. If
the Shareholder establishes a Plan, any capital gain distributions and income
dividends paid by the Fund to the Shareholder's account must be reinvested for
the Shareholder's account in additional Shares at net asset value. Payments
are then made from the liquidation of Shares at net asset value on the day of
the liquidation (which is generally on or about the 25th of the month) to meet
the specified withdrawals. Payments are generally received three to five days
after the date of liquidation. By completing the "Special Payment Instructions
for Distributions" section of the Shareholder Application included with this
Prospectus, a Shareholder may direct the selected withdrawals to another fund
in the Franklin Templeton Group, to another person, or directly to a checking
account. Liquidation of Shares may reduce or possibly exhaust the Shares in
the Shareholder's account, to the extent withdrawals exceed Shares earned
through dividends and distributions, particularly in the event of a market
decline. If the withdrawal amount exceeds the total Plan balance, the account
will be closed and the remaining balance will be sent to the Shareholder. As
with other redemptions, a liquidation to make a withdrawal payment is a sale
for Federal income tax
 
                                      14
<PAGE>
 
purposes. Because the amount withdrawn under the Plan may be more than the
Shareholder's actual yield or income, part of such a Plan payment may be a
return of the Shareholder's investment.
 
  Maintaining a Plan concurrently with purchases of additional Shares of the
Fund would be disadvantageous because of the sales charge on the additional
purchases. The Shareholder should ordinarily not make additional investments
of less than $5,000 or three times the annual withdrawals under the Plan
during the time such a Plan is in effect. A Plan may be terminated on written
notice by the Shareholder or the Fund, and it will terminate automatically if
all Shares are liquidated or withdrawn from the account, or upon the Fund's
receipt of notification of the death or incapacity of the Shareholder.
Shareholders may change the amount (but not below $50) and schedule of
withdrawal payments or suspend one such payment by giving written notice to
the Transfer Agent at least seven business days prior to the end of the month
preceding a scheduled payment. Share certificates may not be issued while a
Plan is in effect.
 
  REDEMPTIONS BY TELEPHONE. Shareholders who file a Telephone Redemption
Authorization Agreement (the "Agreement") (a copy of which is included in this
Prospectus) may redeem Shares of the Fund by telephone, subject to the
Restricted Account exception noted under "Telephone Transactions--Restricted
Accounts." The Fund and the Transfer Agent will employ reasonable procedures
to confirm that instructions given by telephone are genuine. Shareholders,
however, bear the risk of loss in certain cases as described under "Telephone
Transactions--Verification Procedures."
 
  For Shareholder accounts with a completed Agreement on file, redemptions of
uncertificated Shares or Shares which have previously been deposited with the
Fund or the Transfer Agent may be made for up to $50,000 per day per Fund
account. Telephone redemption requests received before 4:00 p.m., New York
time, on any business day will be processed that same day. The redemption
check will be sent within seven days, made payable to all the registered
owners on the account, and will be sent only to the address of record.
Redemption requests by telephone will not be accepted within 30 days following
an address change by telephone. In that case, a Shareholder should follow the
other redemption procedures set forth in this Prospectus. Institutional
accounts which wish to execute redemptions in excess of $50,000 must complete
an Institutional Telephone Privileges Agreement which is available from
Franklin Templeton Institutional Services by telephoning 1-800-321-8563.
 
                            TELEPHONE TRANSACTIONS
 
  Shareholders of the Fund and their dealer of record, if any, may be able to
execute various transactions by calling the Transfer Agent at 1-800-354-9191.
All Shareholders will be able to: (i) effect a change in address, (ii) change
a dividend option (see "Restricted Accounts" below), (iii) transfer Fund
Shares in one account to another identically registered account in the Fund,
and (iv) exchange Fund Shares by telephone as described in this Prospectus. In
addition, Shareholders who complete and file an Agreement as described under
"How to Sell Shares of the Fund--Redemption by Telephone" will be able to
redeem Shares of the Fund.
 
  VERIFICATION PROCEDURES. The Fund and the Transfer Agent will employ
reasonable procedures to confirm that instructions communicated by telephone
are genuine. These will include: recording all telephone calls requesting
account activity by telephone, requiring that the caller provide certain
personal and/or account information requested by the telephone service agent
at the time of the call for the purpose of establishing the caller's
identification, and sending a confirmation statement on redemptions to the
address of record each time account activity is initiated by telephone. So
long as the Fund and the Transfer Agent follow instructions communicated by
telephone which were reasonably believed to be genuine at the time of their
receipt, neither they nor their affiliates will be liable for any loss to the
Shareholder caused by an unauthorized transaction. Shareholders are, of
course, under no obligation to apply for or accept telephone transaction
privileges. In any instance where the Fund or the Transfer Agent is not
reasonably satisfied that instructions received by telephone are genuine, the
requested transaction will not be executed, and neither the Fund, the Transfer
Agent, nor their affiliates will be liable for any losses which may occur
because of a delay in implementing a transaction.
 
  RESTRICTED ACCOUNTS. Telephone redemptions and dividend option changes may
not be accepted on Franklin Templeton Trust Company ("FTTC") or Templeton
Funds Trust Company ("TFTC") retirement accounts. To assure compliance with
all applicable regulations, special forms are required for any distribution,
redemption, or dividend payment. Although the telephone exchange privilege is
extended to these retirement accounts, a Franklin Templeton Transfer
Authorization Form must be on file in order to transfer
 
                                      15
<PAGE>
 
retirement plan assets between the Franklin Group of Funds(R) and the
Templeton Family of Funds within the same plan type. Changes to dividend
options for these accounts must also be made in writing.
 
  To obtain further information regarding distribution or transfer procedures,
including any required forms, FTTC retirement account shareholders may call 1-
800-527-2020 (toll free), and TFTC retirement account shareholders may call 1-
800-354-9191 (press "2") (also toll free).
 
  GENERAL. During periods of drastic economic or market changes, it is
possible that the telephone transaction privileges will be difficult to
execute because of heavy telephone volume. In such situations, Shareholders
may wish to contact their dealer for assistance, or to send written
instructions to the Fund as detailed elsewhere in this Prospectus.
 
  Neither the Fund nor the Transfer Agent will be liable for any losses
resulting from the inability of a Shareholder to execute a telephone
transaction.
 
  The telephone transaction privilege may be modified or discontinued by the
Fund at any time upon 60 days' written notice to Shareholders.
 
                            MANAGEMENT OF THE FUND
 
  The Company is managed by its Board of Directors and all powers of the
Company are exercised by or under authority of the Board. Information relating
to the Directors and Executive Officers is set forth under the heading
"Management of the Company" in the SAI.
 
  INVESTMENT MANAGER. The Investment Manager of the Fund is Templeton,
Galbraith & Hansberger Ltd., Nassau, Bahamas. The Investment Manager manages
the investment and reinvestment of the Fund's assets. The Investment Manager
is an indirect wholly owned subsidiary of Franklin Resources, Inc.
("Franklin"). Through its subsidiaries, Franklin is engaged in various aspects
of the financial services industry. The Investment Manager and its affiliates
serve as advisers for a wide variety of public investment mutual funds and
private clients in many nations. The Templeton organization has been investing
globally over the past 52 years and, with its affiliates, provides investment
management and advisory services to a worldwide client base, including over
4.3 million mutual fund shareholders, foundations, endowments, employee
benefit plans and individuals. The Investment Manager and its affiliates have
approximately 4,100 employees in the United States, Australia, Scotland,
Germany, Hong Kong, Luxembourg, Bahamas, Singapore, Canada and Russia.
 
  The Investment Manager uses a disciplined, long-term approach to value
oriented global and international investing. It has an extensive global
network of investment research sources. Securities are selected for the Fund's
portfolio on the basis of fundamental company-by-company analysis. Many
different selection methods are used for different funds and clients and these
methods are changed and improved by the Investment Manager's research on
superior selection methods.
 
  The Investment Manager does not furnish any other services or facilities for
the Fund, although such expenses are paid by some investment advisers of other
investment companies. As compensation for its services, the Fund pays the
Investment Manager a fee which, during the most recent fiscal year,
represented 0.62% of its average daily net assets.
 
  Currently, the lead portfolio manager for the Fund is Mark G. Holowesko. Mr.
Holowesko joined the Templeton organization in 1985, and is responsible for
coordinating equity research worldwide for the Investment Manager. Prior to
joining the Templeton organization, Mr. Holowesko worked with Roy West Trust
Corporation (Bahamas) Limited as an investment administrator. His duties at
Roy West included managing trust and individual accounts, as well as research
of worldwide equity markets. Dorian B. Foyil and Sean Farrington also exercise
significant portfolio management responsibilities with respect to the Fund.
Mr. Foyil is Vice President of the Investment Manager and head of the
Investment Manager's research technology group. Prior to joining the Templeton
organization, Mr. Foyil was a research analyst for four years with UBS
Phillips & Drew in London, England. Mr. Farrington is a member of the
Investment Manager's research technology group responsible for the maintenance
of the internal research database. Further information concerning the
Investment Manager is included under the heading "Investment Management and
Other Services" in the SAI.
 
                                      16
<PAGE>
 
  BUSINESS MANAGER. Templeton Global Investors, Inc. provides certain
administrative facilities and services for the Fund, including payment of
salaries of officers, preparation and maintenance of books and records,
preparation of tax returns and financial reports, monitoring compliance with
regulatory requirements and monitoring tax-deferred retirement plans. For its
services, the Business Manager receives a fee equivalent on an annual basis to
0.15% of the combined average daily net assets of the Funds included in the
Company (the Fund and Templeton Foreign Fund), reduced to 0.135% of such
combined net assets in excess of $200 million, to 0.10% of such assets in
excess of $700 million, and to 0.075% of such assets in excess of $1,200
million.
 
  TRANSFER AGENT. Franklin Templeton Investor Services, Inc. serves as
transfer agent and dividend disbursing agent for the Fund.
 
  CUSTODIAN. The Chase Manhattan Bank, N.A. serves as custodian of the Fund's
assets.
 
  PLAN OF DISTRIBUTION. The Fund has a plan of distribution or "12b-1 Plan"
under which it may reimburse FTD for its costs and expenses for activities
primarily intended to result in the sale of Fund Shares. Expenditures by the
Fund under the plan may not exceed 0.25% annually of the Fund's average daily
net assets. Under the plan, costs and expenses not reimbursed in any one given
month (including costs and expenses not reimbursed because they exceeded the
limit of 0.25% per annum of the Fund's average daily net assets) may be
reimbursed in subsequent months or years, subject to applicable law. FTD has
informed the Fund that it had no unreimbursed expenses under the Plan at
August 31, 1994.
 
  EXPENSES. For the fiscal year ended August 31, 1994, expenses amounted to
1.04% of the average daily net assets of the Fund.
 
  BROKERAGE COMMISSIONS. The Fund's brokerage policies are described under the
heading "Brokerage Allocation" in the SAI. The Fund's brokerage policies
provide that the receipt of research services from a broker and the sale of
Shares by a broker are factors which may be taken into account in allocating
securities transactions, so long as the prices and execution provided by the
broker equal the best available within the scope of the Fund's brokerage
policies.
 
                              GENERAL INFORMATION
 
  DESCRIPTION OF SHARES/SHARE CERTIFICATES. The Company's authorized capital
consists of 1,350,000,000 Common Shares of $1 par value per Share, of which
600,000,000 Shares are classified as Fund Shares, and 750,000,000 Shares are
classified as Templeton Foreign Fund Shares. The Board of Directors may, at
its discretion, classify and allocate Shares to additional Funds within the
Company without further action by the Shareholders. Each Share outstanding
entitles the holder to one vote.
 
  The Fund will not ordinarily issue certificates for Shares purchased. Share
certificates representing whole (not fractional) Shares are issued only upon
the specific request of the Shareholder made in writing to the Transfer Agent.
No charge is made for the issuance of one certificate for all or some of the
Shares purchased in a single order.
 
  MEETINGS OF SHAREHOLDERS. The Company is not required to hold annual
meetings of Shareholders and may elect not to do so. The Company will call a
special meeting of Shareholders when requested to do so by Shareholders
holding at least 10% of the Company's outstanding Shares. In addition, the
Company is required to assist Shareholder communications in connection with
the calling of Shareholder meetings to consider removal of a Director or
Directors.
 
  DIVIDENDS AND DISTRIBUTIONS. Dividends and capital gain distributions (if
any) are usually paid in October and (if necessary) in December representing
all or substantially all of the Fund's net investment income and any net
realized capital gains. Income dividends and capital gain distributions paid
by the Fund, other than on those Shares whose owners keep them registered in
the name of a broker-dealer, are automatically reinvested in whole or
fractional Shares of the Fund at net asset value as of the ex-dividend date,
unless a Shareholder makes a written or telephonic request for payments in
cash. The processing date for the reinvestment of dividends may vary from
month to month, and does not affect the amount or value of the Shares
acquired. Income dividends and capital gain distributions will be paid in cash
on Shares during the time that their owners keep them registered in the name
of a broker-dealer, unless the broker-dealer has made arrangements with the
Transfer Agent for reinvestment.
 
                                      17
<PAGE>
 
  Prior to purchasing Shares of the Fund, the impact of dividends or capital
gain distributions which have been declared but not yet paid should be
carefully considered. Any dividend or capital gain distribution paid shortly
after a purchase by a Shareholder prior to the record date will have the
effect of reducing the per Share net asset value of the Shares by the amount
of the dividend or distribution. All or a portion of such dividend or
distribution, although in effect a return of capital, generally will be
subject to tax.
 
  Checks are forwarded by first-class mail to the address of record. The
proceeds of any such checks which are not accepted by the addressee and
returned to the Fund will be reinvested for the Shareholder's account in whole
or fractional Shares at net asset value next computed after the check has been
received by the Transfer Agent. Subsequent distributions automatically will be
reinvested at net asset value as of the ex-dividend date in additional whole
or fractional Shares.
 
  FEDERAL TAX INFORMATION. The Fund intends to elect to be treated and to
qualify each year as a regulated investment company under Subchapter M of the
Code. See the SAI for a summary of the requirements that must be satisfied to
so qualify. A regulated investment company generally is not subject to Federal
income tax on income and gains distributed in a timely manner to its
shareholders. The Fund intends to distribute to Shareholders substantially all
of its net investment income and realized capital gains, which generally will
be taxable income or capital gains in their hands. Distributions declared in
October, November or December to Shareholders of record on a date in such
month and paid during the following January will be treated as having been
received by Shareholders on December 31 in the year such distributions were
declared. The Fund will inform Shareholders each year of the amount and nature
of such income or gains. A more detailed description of tax consequences to
Shareholders is contained in the SAI under the heading "Tax Status."
 
  The Fund may be required to withhold Federal income tax at the rate of 31%
of all taxable distributions (including redemptions) paid to Shareholders who
fail to provide the Fund with their correct taxpayer identification number or
to make required certifications or where the Fund or the Shareholder has been
notified by the Internal Revenue Service that the Shareholder is subject to
backup withholding. Corporate Shareholders and certain other Shareholders
specified in the Code are exempt from backup withholding. Backup withholding
is not an additional tax. Any amounts withheld may be credited against the
Shareholder's Federal income tax liability.
 
  INQUIRIES. Shareholders' inquiries will be answered promptly. They should be
addressed to Franklin Templeton Investor Services, Inc., 700 Central Avenue,
P.O. Box 33030, St. Petersburg, Florida 33733-8030 -- telephone 1-800-354-9191
or 813-923-8712. Transcripts of Shareholder accounts less than three years old
are provided on request without charge; requests for transcripts going back
more than three years from the date the request is received by the Transfer
Agent are subject to a fee of up to $15 per account.
 
  PERFORMANCE INFORMATION. The Fund may include its total return in
advertisements or reports to Shareholders or prospective investors. Quotations
of average annual total return will be expressed in terms of the average
annual compounded rate of return on a hypothetical investment in the Fund over
a period of 1, 5 and 10 years (or up to the life of the Fund), will reflect
the deduction of the maximum initial sales charge and deduction of a
proportional share of Fund expenses (on an annual basis), and will assume that
all dividends and distributions are reinvested when paid. Total return may be
expressed in terms of the cumulative value of an investment in the Fund at the
end of a defined period of time. For a description of the methods used to
determine total return for the Fund, see the SAI.
 
  STATEMENTS AND REPORTS. The Fund's fiscal year ends on August 31. Annual
reports (containing financial statements audited by independent auditors and
additional information regarding the Fund's performance) and semi-annual
reports (containing unaudited financial statements) are sent to Shareholders
each year. Additional copies may be obtained, without charge, upon request to
the Account Services Department. The Fund also sends to each Shareholder a
confirmation statement after every transaction that affects the Shareholder's
account and a year-end historical confirmation statement.
 
                                      18
<PAGE>
 
                       INSTRUCTIONS AND IMPORTANT NOTICE
 
SUBSTITUTE W-9 INSTRUCTIONS INFORMATION
 
GENERAL. Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the IRS.
 
OBTAINING A NUMBER. If you do not have a Social Security Number/Taxpayer
Identification Number, you must obtain Form SS-5 or Form SS-4 from your local
Social Security or IRS office and apply for one. If you have checked the
"Awaiting TIN" box and signed the certification, withholding will apply to
payments relating to your account unless you provide a certified TIN within 60
days.
 
WHAT SSN/TIN TO GIVE. Please refer to the following guidelines:
 
<TABLE>
<CAPTION>
ACCOUNT TYPE    GIVE SSN OF            ACCOUNT TYPE           GIVE TAXPAYER ID # OF
- -----------------------------------------------------------------------------------
<S>             <C>                    <C>                    <C>
. Individual    Individual             . Trust, Estate, or    Trust, Estate, or
                                       Pension Plan Trust     Pension Plan Trust
- -----------------------------------------------------------------------------------
. Joint         Actual owner of        . Corporation,         Corporation,
 Individual     account, or if         Partnership, or other  Partnership, or other
                combined funds, the    organization           organization
                first-named
                individual
- -----------------------------------------------------------------------------------
. Unif.         Minor                  . Broker nominee       Broker nominee
 Gift/Transfer
 to Minor
- -----------------------------------------------------------------------------------
. Sole          Owner of business
 Proprietor
- -----------------------------------------------------------------------------------
. Legal         Ward, Minor, or
 Guardian       Incompetent
- -----------------------------------------------------------------------------------
</TABLE>
 
EXEMPT RECIPIENTS. Please provide your TIN and check the "Exempt Recipient"
box if you are an exempt recipient. Exempt recipients generally include:
 
  A corporation                        A real estate investment trust
                                       
  A financial institution              A common trust fund operated by a bank 
                                       under section 584(a)                   
  An organization exempt from tax      An entity registered at all times      
  under section 501(a), or an          under the Investment Company           
  individual retirement plan           Act of 1940                             

  A registered dealer in securities or
  commodities registered in the U.S.
  or a U.S. possession
 
IRS PENALTIES. If you do not supply us with your SSN/TIN, you will be subject
to an IRS $50 penalty unless your failure is due to reasonable cause and not
willful neglect. If you fail to report certain income on your Federal income
tax return, you will be treated as negligent and subject to an IRS 20% penalty
on any underpayment of tax attributable to such negligence, unless there was
reasonable cause for the resulting underpayment and you acted in good faith.
If you falsify information on this form or make any other false statement
resulting in no backup withholding on an account which should be subject to
backup withholding, you may be subject to an IRS $500 penalty and certain
criminal penalties including fines and imprisonment.
 
SUBSTITUTE W-8 INSTRUCTIONS INFORMATION
 
EXEMPT FOREIGN PERSON. Check the "Exempt Foreign Person" box if you qualify as
a non-resident alien or foreign entity that is not subject to certain U.S.
information return reporting or to backup withholding rules. Dividends paid to
your account may be subject to withholding of up to 30%. Generally, you are an
"Exempt Foreign Person" if you are not (1) a citizen or resident of the U.S.,
or (2) a U.S. corporation, partnership, estate, or trust. In the case of an
individual, an "Exempt Foreign Person" is one who has been physically present
in the U.S. for less than 31 days during the current calendar year. An
individual who is physically present in the U.S. for at least 31 days during
the current calendar year will still be treated as an "Exempt Foreign Person,"
provided that the total number of days physically present in the current
calendar year and the two preceding calendar years does not equal or exceed
183 days (counting all of the days in the current calendar year, only one-
third of the days in the first preceding calendar year and only one-sixth of
the days in the second preceding calendar year). In addition, lawful permanent
residents or green card holders may not be treated as "Exempt Foreign
Persons." If you are an individual or an entity, you must not now be, or at
this time expect to be, engaged in a U.S. trade or business with respect to
which any gain derived from transactions effected by the Fund/Payer during the
calendar year is effectively connected to the U.S.
 
PERMANENT ADDRESS. The Shareholder Application must contain your permanent
address if you are an "Exempt Foreign Person." If you are an individual,
provide your permanent address. If you are a partnership or corporation,
provide the address of your principal office. If you are an estate or trust,
provide the address of your permanent residence or the principal office of any
fiduciary.
 
NOTICE OF CHANGE IN STATUS. If you become a U.S. citizen or resident after you
have provided certification of your foreign status, or if you cease to be an
"Exempt Foreign Person," you must notify the Fund/Payer within 30 days of your
change in status. Reporting will then begin on the account(s) listed, and
backup withholding may also begin unless you certify to the Fund/Payer that
(1) the tax payer identification number you have given is correct, and (2) the
Internal Revenue Service has not notified you that you are subject to backup
withholding because you failed to report certain interest or dividend income.
You may use Form W-9, "Payer's Request for Taxpayer Identification Number and
Certification," to make these certifications. If an account is no longer
active, you do not have to notify a Fund/Payer or broker of your change in
status unless you also have another account with the same Fund/Payer that is
still active. If you receive interest from more than one Fund/Payer or have
dealings with more than one broker or barter exchange, file a certificate with
each. If you have more than one account with the same Fund/Payer, the
Fund/Payer may require you to file a separate certificate for each account.
 
WHEN TO FILE. File these certifications with the Fund before a payment is made
to you, unless you have already done this in either of the two preceding
calendar years. Only certifications that are in proper order will be treated
as having been filed with the Fund.
 
HOW OFTEN YOU MUST FILE. This certificate generally remains in effect for
three calendar years. A Fund/Payer or broker, however, may require that a new
certificate be filed each time a payment is made. On joint accounts for which
each joint owner is a foreign person, each must provide a certification of
foreign status.
 
1/94
                                      19
<PAGE>
 
                FOR CORPORATE SHAREHOLDERS--FORM OF RESOLUTION
 
It will be necessary for corporate shareholders to provide a certified copy of
a resolution or other certificate of authority to authorize the purchase as
well as sale (redemption) of shares and withdrawals by checks or drafts. You
may use the following form of resolution or you may prefer to use your own. It
is understood that the Fund, Franklin Templeton Distributors, Inc., Franklin
Templeton Investor Services, Inc., the custodian bank and their affiliates may
rely upon these authorizations until revoked or amended by written notice
delivered by registered or certified mail to the Fund.
 
CERTIFIED COPY OF RESOLUTION (Corporation or Association)
 
The undersigned hereby certifies and affirms that he/she is the duly elected

- --------------------------- of ---------------------------------- a 
    TITLE                                CORPORATE NAME

- --------------------------- organized under the laws of the State of ----------
    TYPE OF ORGANIZATION                                                STATE
and that the following is a true and correct copy of a resolution adopted by 
the Board of Directors at a meeting duly called and held on
                                                            ------------------
                                                                    DATE
 
  RESOLVED, that the                                                   of this
                     -------------------------------------------------  
                                     OFFICERS' TITLES              

    Corporation or Association are authorized to open an account in the name of
  the Corporation or Association with one or more of the Franklin Group of
  Funds (R) or Templeton Family of Funds (collectively, the "Funds") and to
  deposit such funds of this Corporation or Association in this account as
  they deem necessary or desirable; that the persons authorized below may
  endorse checks and other instruments for deposit to said account or
  accounts; and
 
  FURTHER RESOLVED, that any of the following                 officers are
                                              ----------------
                                                   NUMBER  
  authorized to sign any share assignment on behalf of this Corporation or
  Association and to take any other actions as may be necessary to sell or
  redeem its shares in the Funds or to sign checks or drafts withdrawing funds
  from the account; and
  
  FURTHER RESOLVED, that this Corporation or Association shall hold harmless,
  indemnify, and defend the Funds, their custodian bank, Franklin Templeton
  Distributors, Inc., Franklin Templeton Investor Services, Inc., and their
  affiliates, from any claim, loss or liability resulting in whole or in
  part, directly or indirectly, from their reliance from time to time upon
  any certifications by the secretary or any assistant secretary of this
  Corporation or Association as to the names of the individuals occupying
  such offices and their acting in reliance upon these resolutions until
  actual receipt by them of a certified copy of a resolution of the Board of
  Directors of the Corporation or Association modifying or revoking any or
  all such resolutions.
 
The undersigned further certifies that the below named persons, whose
signatures appear opposite their names and office titles, are duly elected
officers of the Corporation or Association. (Attach additional list if
necessary)
 
- -------------------------------------- ---------------------------------------
NAME/TITLE (PLEASE PRINT OR TYPE)      SIGNATURE
 
- -------------------------------------- ---------------------------------------
NAME/TITLE (PLEASE PRINT OR TYPE)      SIGNATURE
 
- -------------------------------------- ---------------------------------------
NAME/TITLE (PLEASE PRINT OR TYPE)      SIGNATURE
 
- -------------------------------------- ---------------------------------------
NAME/TITLE (PLEASE PRINT OR TYPE)      SIGNATURE
 
- -------------------------------------- ---------------------------------------
NAME OF CORPORATION OR ASSOCIATION     DATE
 
Certified from minutes 
                       --------------------------------------------------------
                       NAME AND TITLE
                       CORPORATE SEAL (if appropriate)
 
                                      20
<PAGE>
 
      THE FRANKLIN TEMPLETON TELEPHONE REDEMPTION AUTHORIZATION AGREEMENT
 
You may use Franklin Templeton's telephone redemption privilege to redeem
uncertificated Franklin Templeton Fund shares for up to $50,000 (or your
Shareholder account balance, whichever is less) per day, per fund account in
accordance with the terms of the Fund's Prospectus.
 
The telephone redemption privilege is available only to Shareholders who
specifically request it. If you would like to add this redemption privilege to
the other telephone transaction privileges automatically available to Franklin
Templeton Fund shareholders, please sign and return this authorization to
Franklin Templeton Investor Services, Inc. ("Services"), transfer agent and
shareholder servicing agent for the Franklin Templeton Funds.
 
SHAREHOLDER AUTHORIZATION: I/We request the telephone redemption privilege
under the terms described below and in the prospectus for each investment
company in the Franklin Templeton Group of Funds (a "Franklin Templeton Fund"
or a "Fund"), now opened or opened at a later date, holding shares registered
as follows:
 
- -------------------------------------  ---------------------------------------
PRINT NAME(S) AS SHOWN IN YOUR ACCOUNT REGISTRATION ("SHAREHOLDER")
 
- -------------------------------------  ---------------------------------------
ACCOUNT NUMBER(S)
 
I/We authorize each Fund and Services to honor and act upon telephone requests
given as provided in this agreement to redeem shares from any
Shareholder account:
 
- -------------------------------------  ---------------------------------------
SIGNATURE(S) AND DATE
 
- -------------------------------------  ---------------------------------------
PRINT NAME(S) (AND TITLE/CAPACITY, IF APPLICABLE)
 
VERIFICATION PROCEDURES: I/We understand and agree that: (1) each Fund and
Services will employ reasonable procedures to confirm that redemption
instructions communicated by telephone are genuine and that if these
confirmation procedures are not followed, the Fund or Services may be liable
for any losses due to unauthorized or fraudulent telephone instructions; (2)
the confirmation procedures will include the recording of telephone calls
requesting redemptions, requiring that the caller provide certain personal
and/or account information requested by the telephone service agent at the
time of the call for the purpose of establishing the caller's identification,
and the sending of confirmation statements to the address of record each time
a redemption is initiated by telephone; and (3) so long as the Fund and
Services follow the confirmation procedures in acting on instructions
communicated by telephone which were reasonably believed to be genuine at the
time of receipt, neither they, nor their parent or affiliates, will be liable
for any loss, damages or expenses caused by an unauthorized or fraudulent
redemption request.
 
JOINTLY OWNED/CO-TRUSTEE ACCOUNTS: Each of us signing this agreement as either
joint owners or co-trustees authorizes each Fund and Services to honor
telephone redemption requests given by ANY ONE of the signers, or our
investment representative of record, if any, ACTING ALONE.
 
APPOINTMENT OF ATTORNEY-IN-FACT: In order to issue telephone redemption
requests acting alone, each of us individually makes the following
appointment: I hereby appoint the other joint owner(s)/co-trustee(s) as my
agent(s) (attorney[s]-in-fact) with full power and authority to individually
act for me in any lawful way with respect to the issuance of instructions to a
Fund or Services in accordance with the telephone redemption privilege we have
requested by signing this agreement. This appointment shall not be affected by
my subsequent disability or incompetency and shall remain in effect until it
is revoked by either written notice from any one of us delivered to a Fund or
Services by registered mail, return receipt requested or by a Fund or Services
upon receipt of any information that causes a Fund or Services to believe in
good faith that there is or that there may be a dispute among any of us with
respect to the Franklin Templeton Fund account(s) covered by this agreement.
Each of us agrees to notify the Fund or Services immediately upon the death of
any of the signers.
 
CORPORATE/PARTNERSHIP/TRUST/RETIREMENT ACCOUNTS: The Shareholder and each of
us signing this agreement on behalf of the Shareholder represent and warrant
to each Franklin Templeton Fund and Services that the Shareholder has the
authority to enter into this agreement and that each of us is duly authorized
to execute this agreement on behalf of the Shareholder. The Shareholder agrees
that its election of the telephone redemption privilege means that a Fund or
Services may honor a telephone redemption request given by ANY
officer/partner/member/administrator/or agent of the Shareholder ACTING ALONE.
 
RESTRICTED ACCOUNTS: Telephone redemptions may not be accepted on Franklin
Templeton Trust Company or Templeton Funds Trust Company retirement accounts.
 
PLEASE RETURN THIS FORM TO:
Franklin Templeton Investor Services, Inc., Attn.: Telephone Redemptions
Dept., 700 Central Avenue, St. Petersburg, Florida 33701-3628.
                                      21
<PAGE>
 
THE FRANKLIN TEMPLETON GROUP
 
To receive a free brochure and prospectus, which contain more complete
information, including charges and expenses on each of the funds listed below,
call Franklin Fund Information, toll free, at 1-800-DIAL BEN (1-800-342-5236)
or Templeton Fund Information at 1-800-292-9293. Please read the prospectus
carefully before you invest or send money.
 
                   FUNDS SEEKING
TEMPLETON          GROWTH AND          Franklin            FUNDS SEEKING
FAMILY OF          INCOME              Louisiana Tax-      HIGH CURRENT
FUNDS                                  Free Income         INCOME AND
                                       Fund                STABILITY OF
                                                           PRINCIPAL
 
                   Franklin            Franklin
Franklin           Balance Sheet       Maryland Tax-       Franklin
Templeton          Investment          Free Income         Adjustable
Japan Fund         Fund                Fund                Rate
                   Franklin            Franklin            Securities
Templeton          Convertible         Missouri Tax-       Fund
American Trust     Securities          Free Income         Franklin
                   Fund                Fund                Adjustable
Templeton                                                  U.S.
Americas                                                   Government
Government         Franklin            Franklin New        Securities
Securities         Income Fund         Jersey Tax-         Fund
Fund                                   Free Income         Franklin
                   Franklin            Fund                Short-
                   Equity Income       Franklin New        Intermediate
Templeton          Fund                York Tax-Free       U.S.
Developing         Franklin            Income Fund         Government
Markets Trust      Utilities Fund                          Securities
                                                           Fund
 
                   FUNDS SEEKING       Franklin North
Templeton          HIGH CURRENT        Carolina Tax-
Foreign Fund       INCOME              Free Income
                                       Fund
 
                                                           FUND SEEKING
                                                           HIGH AFTER-TAX
Templeton                                                  INCOME FOR
Global                                                     CORPORATIONS
Infrastructure                                             Franklin
Fund               Franklin's AGE      Franklin            Corporate
                   High Income Fund    Oregon Tax-         Qualified
                   Franklin            Free Income         Dividend Fund
Templeton          Investment          Fund
Global             Grade Income        Franklin
Opportunities      Fund                Pennsylvania
Trust                                  Tax-Free
                                       Income Fund
 
                                                           MONEY MARKET
                                                           FUNDS SEEKING
                                                           SAFETY OF
Templeton                                                  PRINCIPAL AND
Global Rising                                              INCOME
Dividends Fund     Franklin
                   Premier Return      Franklin
Templeton          Fund                Puerto Rico
Growth Fund        Franklin U.S.       Tax-Free
                   Government          Income Fund         Franklin Money
                   Securities                              Fund
                   Fund
Templeton
Income Fund                                                Franklin
                                                           Federal Money
                                                           Fund
 
                   FUNDS SEEKING
                   TAX-FREE            Franklin Texas
Templeton          INCOME              Tax-Free            Franklin Tax-
Money Fund                             Income Fund         Exempt Money
                                       Franklin            Fund
                                       Virginia Tax-       Franklin
                                       Free Income         California
Templeton Real                         Fund                Tax-Exempt
Estate                                                     Money Fund
Securities         Franklin
Fund               Federal Tax-        Franklin
                   Free Income         Washington          Franklin New
Templeton          Fund                Municipal Bond      York Tax-
Smaller                                Fund                Exempt Money
Companies          Franklin High                           Fund
Growth Fund        Yield Tax-Free
                   Income Fund
 
                                       FUNDS SEEKING
                                       TAX-FREE            IFT Franklin
Templeton                              INCOME THROUGH      U.S. Treasury
World Fund                             INSURED             Money Market
                                       PORTFOLIOS          Portfolio
 
FRANKLIN GROUP     Franklin
OF FUNDS (R)       California
                   High Yield
                   Municipal Fund
 
                                                           FUNDS FOR NON-
                                                           U.S. INVESTORS
 
                   Franklin
FRANKLIN           Alabama Tax-        Franklin            FRANKLIN
GLOBAL/            Free Income         Insured Tax-        PARTNERS
INTERNATIONAL      Fund                Free Income         FUNDS (R)
FUNDS              Franklin            Fund
                   Arizona Tax-        Franklin
                   Free Income         Arizona             Franklin Tax-
Franklin           Fund                Insured Tax-        Advantaged
Global Health                          Free Income         High Yield
Care Fund                              Fund                Securities
                   Franklin                                Fund
Franklin           California          Franklin
Global             Tax-Free            California          Franklin Tax-
Government         Income Fund         Insured Tax-        Advantaged
Income Fund                            Free Income         International
                   Franklin            Fund                Bond Fund
Franklin           Colorado Tax-       Franklin
Global             Free Income         Florida
Utilities Fund     Fund                Insured Tax-
                                       Free Income
Franklin                               Fund                Franklin Tax-
International                                              Advantaged
Equity Fund        Franklin                                U.S.
                   Connecticut                             Government
Franklin           Tax-Free            Franklin            Securities
Pacific Growth     Income Fund         Massachusetts       Fund
Fund                                   Insured Tax-
                                       Free Income
                                       Fund
 
FUNDS SEEKING      Franklin
CAPITAL GROWTH     Florida Tax-        Franklin
                   Free Income         Michigan
Franklin           Fund                Insured Tax-
California                             Free Income
Growth Fund        Franklin            Fund
                   Georgia Tax-
Franklin           Free Income         Franklin
DynaTech Fund      Fund                Minnesota
                                       Insured Tax-
Franklin                               Free Income
Equity Fund        Franklin            Fund
                   Hawaii              Franklin New
Franklin Gold      Municipal Bond      York Insured
Fund               Fund                Tax-Free
                                       Income Fund
Franklin           Franklin
Growth Fund        Indiana Tax-        Franklin Ohio
                   Free Income         Insured Tax-
Franklin           Fund                Free Income
Rising                                 Fund
Dividends Fund
Franklin Small     Franklin Kentucky
Cap Growth         Tax-Free Income 
Fund               Fund 
 
                                      22
<PAGE>
 
                                     NOTES
                                     ----
 
                                       23
<PAGE>
 
 
 
- -------------------------
 
 TEMPLETON WORLD
 FUND
 
 PRINCIPAL UNDERWRITER:
 
 Franklin Templeton
 Distributors, Inc.
 700 Central Avenue
 St. Petersburg,
 Florida 33701-3628
 
 Account Services
 1-800-354-9191
 
 Sales Information
 1-800-292-9293
 
 Institutional Services
 1-800-321-8563
 
 This Prospectus is not
 an offering of the
 securities herein
 described in any state
 in which the offering
 is not authorized. No
 sales representative,
 dealer, or other
 person is authorized
 to give any
 information or make
 any representations
 other than those
 contained in this
 Prospectus. Further
 information may be
 obtained from the
 Principal Underwriter.
 
- -------------------------
 
 
              TL02 P 1/95
[RECYCLING LOGO]
TEMPLETON
WORLD
FUND
 
Prospectus
January 1, 1995
 
 
 
 
[LOGO OF FRANKLIN TEMPLETON]
<PAGE>
 
[LOGO OF TEMPLETON APPEARS HERE]

                                  Mail to: Franklin Templeton Distributors, Inc.
                               P.O. Box 33031 St. Petersburg, Florida 33733-8031
                                                                  (800) 393-3001

Please do not use this form for any Retirement Plan for which Templeton Funds 
Trust Company or its affiliate serves as custodian or trustee or any of the
following Templeton Funds: Templeton American Trust: Templeton Money Fund;
Templeton Institutional Funds or Templeton Capital Accumulator Fund. Please
request separate Applications and/or Prospectuses.

================================================================================
    SHAREHOLDER APPLICATION OR REVISION  [_] Please check the box if this is a 
                                             revision and see Section 8
================================================================================
<TABLE> 
<S>                                      <C>                                         <C> 
Date ___________________                 [_] Real Estate Securities Fund   $______   [_] Global Opportunities Trust          $______
                                                                                    
[_] Growth Fund $_______                 [_] Smaller Companies Growth Fund  ______   [_] Americas Government Securities Fund  ______
                                                                                 
[_] World Fund _________                 [_] Income Fund                    ______   [_] Japan Fund                           ______
                                                                                 
[_] Foreign Fund _______                 [_] Global Infrastructure Fund     ______   [_] Other                                ______
                                                                                 
[_] Global Rising Dividends Fund ______  [_] Developing Markets Trust       ______
</TABLE> 

================================================================================
    1 ACCOUNT REGISTRATION (PLEASE PRINT)
================================================================================

[_] INDIVIDUAL OR JOINT ACCOUNT

__________________________________________________________  _____-_______-______
First Name          Middle Initial        Last Name         Social Security 
                                                            Number (SSN)    

__________________________________________________________  _____-_______-______
Joint Owner(s) (Joint ownership means "Joint Tenants        Social Security 
With Rights of Survivorship" unless otherwise specified)    Number (SSN)    

================================================================================

[_] GIFT/TRANSFER TO A MINOR

__________________ As Custodian For ____________________________________________
                                    Minor's Name (one only)

_____________________ Uniform Gifts/Transfers to Minors Act _____-______-_______
State of Residence                                          Minor's Social 
                                                            Security Number

Please Note: Custodian's Signature, not Minor's, is required in Section 4.

================================================================================

[_] TRUST, CORPORATION, PARTNERSHIP, OR OTHER ENTITY

______________________________________________________________-_________________
Name                                        Taxpayer Identification Number (TIN)

________________________________________________________________________________
Name of Beneficiary (if to be included      Date of Trust Document (must be 
in the Registration)                        completed for registration)  

________________________________________________________________________________
Name of Each Trustee (if to be included in the Registration)

================================================================================
    2 ADDRESS
================================================================================

__________________________________________________  Daytime Phone (___)_________
Street Address                                                   Area Code

____________________________________________-_____  Evening Phone (___)_________
City               State        Zip Code                         Area Code

I am a Citizen of: [_] U.S.   [_] _____________________________
                                  Country of Residence

================================================================================
    3 INITIAL INVESTMENT ($100 minimum initial investment)
================================================================================

Check(s) enclosed for $____________ (Payable to Franklin Templeton Distributors,
                                     Inc. or the Fund(s) indicated above.)

================================================================================
    4 SIGNATURE AND TAX CERTIFICATIONS (All registered owners must sign 
                                        application)
================================================================================

The Fund reserves the right to refuse to open an account without either a 
certified Taxpayer Identification Number ("TIN") or a certification of foreign 
status. Failure to provide tax certifications in this section may result in 
backup withholding on payments relating to your account and/or in your inability
to qualify for treaty withholding rates.

I am(We are) not subject to backup withholding because I(we) have not been 
notified by the IRS that I am(we are) subject to backup withholding as a result 
of a failure to report all interest or dividends or because the IRS has notified
me(us) that I am(we are) no longer subject to backup withholding. (If you are 
currently subject to backup withholding as a result of a failure to report all 
interest or dividends, please cross out the preceding statement.)

[_] The number shown above is my(our) correct TIN, or that of the Minor named in
    Section 1.
[_] Awaiting TIN. I am(We are) waiting for a number to be issued to me(us).
    I(We) understand that if I(we) do not provide a TIN to the Fund within 60
    days, the Fund is required to commence 31% backup withholding until I(we)
    provide a certified TIN.
[_] Exempt Recipient. Individuals cannot be exempt. Check this box only after
    reading the instructions to see whether you qualify as an exempt recipient.
    (You should still provide a TIN.)
[_] Exempt Foreign Person. Check this box only if the following statement
    applies: "I am(we are) neither a citizen nor a resident of the United
    States. I(we) certify to the best of my(our) knowledge and belief, I(we)
    qualify as an exempt foreign person and/or entity as described in the
    instructions."

Permanent address for tax purposes:

________________________________________________________________________________
Street Address               City        State         Country       Postal Code

PLEASE NOTE: The IRS only allows one TIN to be listed on an account. On joint 
accounts, it is preferred that the primary account owner (or person listed first
on the account) list his/her number as requested above.

CERTIFICATION - Under the penalties of perjury, I(we) certify that (1) the 
information provided on this application is true, correct and complete, (2) 
I(we) have read the prospectus(es) for the Fund(s) in which I am(we are) 
investing and agree to the terms thereof, and (3) I am(we are) of legal age or 
an emancipated minor. I(we) acknowledge that Shares of the Fund(s) are not 
insured or guaranteed by any agency or institution and that an investment in the
Shares involves risks, including the possible loss of principal.

X_____________________________________ X________________________________________
Signature                              Signature

X_____________________________________ X________________________________________
Signature                              Signature

Please make a photocopy of this application for your records.

================================================================================
    5 BROKER/DEALER USE ONLY (PLEASE PRINT)
================================================================================
+                                                                              +
+  We hereby submit this application for the purchase of shares of the Fund    +
+  indicated above in accordance with the terms of our selling agreement with  +
+  Franklin Templeton Distributors, Inc. ("FTD"), and with the Prospectus for  +
+  the Fund. We agree to notify FTD of any purchases made under a Letter of    +
+  Intent or Cumulative Quantity Discount.                                     +
+                                            +------------------------------+  +
+                                            +Templeton Dealer Number       +  +
+                                            +                              +  +
+                                            +------------------------------+  +
+                                                                              +
+ +--------------------------------------------------------------------------+ +
+ + WIRE ORDER ONLY: The attached check for $_____ should be applied against + +
+ + Wire Order                                                               + +
+ +                                                                          + +
+ + Confirmation Number ______________ Dated ___________ For ________ Shares + +
+ +--------------------------------------------------------------------------+ +
+                                                                              +
+ Securities Dealer Name _____________________________________________________ +
+                                                                              +
+ Main Office Address _____________ Main Office Telephone Number(___)_________ +
+                                                                              +
+ Branch Number _____ Representative Number _____ Representative Name ________ +
+                                                                              +
+ Branch Address _______________________ Branch Telephone Number(___)_________ +
+                                                                              +
+ Authorized Signature, Securities Dealer _______________ Title ______________ +
+==============================================================================+
+                                                                              +
+ ACCEPTED: Franklin Templeton Distributors, Inc. By ____________ Date _______ +
+==============================================================================+

          Please see reverse side for Shareholder Account Privileges:
<TABLE> 
<S>                              <C>                                          <C>                               <C> 
[X] Distribution Options         [X] Special Instructions for Distributions   [X] Telephone Exchange Service    [X] Letter of Intent
[X] Systematic Withdrawal Plan   [X] Automatic Investment Plan                [X] Cumulative Quantity Discount   
</TABLE> 
This application must be preceded or accompanied by a prospectus for the Fund(s)
                               being purchased.
<PAGE>
 
================================================================================
    6.  DISTRIBUTION OPTIONS (Check one)
================================================================================
Check one - if no box is checked, all dividends and capital gains will be 
reinvested in additional shares of the Fund.

  [_] Reinvest all dividends and capital gains.
  [_] Pay capital gains in cash and reinvest dividends.
  [_] Pay all dividends in cash and reinvest capital gains.
  [_] Pay all dividends and capital gains in cash.

================================================================================
    7. OPTIONAL SHAREHOLDER PRIVILEGES
================================================================================
A.  SPECIAL PAYMENT INSTRUCTIONS FOR DISTRIBUTIONS (Check one box)

[_] Pay Distributions, as noted in Section 6, to another Franklin or Templeton 
    Fund.
    Fund Name ____________________________  Existing Account Number ____________

[_] Send my Distributions to the person, named below, instead of as registered 
    in Section 1.

    Name ___________________________  Street Address ___________________________
    
    City ___________________________  State _________________ Zip Code _________

================================================================================
B.  SYSTEMATIC WITHDRAWAL PLAN
    Please withdraw from my Franklin Templeton account $_______($50 minimum)
    [_] Monthly [_] Quarterly [_] Semi-Annually or [_] Annually as set forth in 
    the Prospectus, starting in __________________(Month).

    Send the proceeds to: [_] Address of Record OR [_] the Franklin Templeton 
    Fund or person specified in Section 7(A) - Special Payment Instructions for 
    Distributions.
================================================================================
C.  TELEPHONE TRANSACTIONS 
    Telephone Exchange Privilege: If the Fund does not receive specific
    instructions from the shareholder, either in writing or by telephone, the
    Telephone Exchange Privilege (see the prospectus) is automatically extended
    to each account. The shareholder should understand, however, that the Fund
    and Franklin Templeton Investor Services, Inc. ("FTI") or Templeton Funds
    Trust Company and their agents will not be liable for any loss, injury,
    damage or expense as a result of acting upon instructions communicated by
    telephone reasonably believed to be genuine. The shareholder agrees to hold
    the Fund and its agents harmless from any loss, claims, or liability arising
    from its or their compliance with such instructions. The shareholder
    understands that this option is subject to the terms and conditions set
    forth in the prospectus of the fund to be acquired.

[_] No, I do NOT wish to participate in the Telephone Exchange Privilege or
    authorize the Fund or its agents, including FTI or Templeton Funds Trust
    Company, to act upon instructions received by telephone to exchange shares
    for shares of any other account(s) within the Franklin Templeton Group of
    Funds.
 
    Telephone Redemption Privilege: This is available to shareholders who 
    specifically request it and who complete the Franklin Templeton Telephone 
    Redemption Authorization Agreement in the back of the Fund's prospectus.
================================================================================
D.  AUTOMATIC INVESTMENT PLAN
    Important: Attach an unassigned, voided check (for Checking Accounts) or a 
    Savings Account deposit slip here, and complete the information below.
    
    I(We) would like to establish an Automatic Investment Plan (the "Plan") as
    described in the Prospectus. I(We) agree to reimburse FTI and/or FTD for any
    expenses or losses that they may incur in connection with my(our) Plan,
    including any caused by my(our) bank's failure to act in accordance with
    my(our) request. If my(our) bank makes any erroneous payment or fails to
    make a payment after shares are purchased on my(our) behalf, any such
    purchase may be cancelled and I(we) hereby authorize redemptions and/or
    deductions from my(our) account for that purpose.

    Debit my(our) bank account monthly for $______($25 minimum) on or about 
    the [_] 1st [_] 5th [_] 15th or [_] 20th day starting _____________ (month),
    to be invested in (name of Fund)__________________________ Account Number 
    (if known)_____________________
================================================================================
E.  INSTRUCTIONS TO BANK - AUTOMATIC INVESTMENT PLAN AUTHORIZATION 

    To: __________________________________    __________________________________
              Name of Your Bank                              ABA Number

    _______________________________  __________________ ___________  ___________
             Street Address                  City           State      Zip Code

    I(we) authorize you to charge my(our) Checking/Savings Account and to make
    payment to FTD, upon instructions from FTD. I(We) agree that in making
    payment for such charges your rights shall be the same as if each were a
    charge made and signed personally by me(us). This authority shall remain in
    effect until you receive written notice from me(us) changing its terms or
    revoking it. Until you actually receive such notice, I(we) agree that you
    shall be fully protected in paying any charges under this authority. I(we)
    further agree that if any such charge is not made, whether with or with out
    cause and whether intentionally or inadvertently, you shall be under no
    liability whatsoever.

    X_____________________________________________________   ___________________
    Signature(s) EXACTLY as shown on your bank records              Date

    ________________________________________________   _________________________
                  Print Name(s)                             Account Number

    _______________________________  __________________ ___________  ___________
          Your Street Address                City          State       Zip Code
================================================================================
F.  LETTER OF INTENT (LOI)

[_] I(We) agree to the terms of the LOI and provisions for reservations of
    shares and grant FTD the security interest set forth in the Prospectus.
    Although I am (we are) not obligated to do so, it is my(our) intention to
    invest over a 13 month period in shares of one or more Franklin or Templeton
    Funds (including all Money Market Funds in the Franklin Templeton Group) an
    aggregate amount at least equal to that which is checked below:

    [_] $50,000-99,999 (except for Income Fund)  
    [_] $100,000-249,999
    [_] $250,000-499,999
    [_] $500,000-999,999
    [_] $1,000,000 or more

    Purchases made within the last 90 days will be included as part of your LOI.

    Please write in your Account Number(s) ___________  ___________  __________
================================================================================
G.  CUMULATIVE QUANTITY DISCOUNT
    Shares may be purchased at the Offering Price applicable to the dollar
    amount of the sale added to the higher of (1) the value (calculated at the
    applicable Offering Price) or (2) the purchase price, of any other Shares of
    the Fund and/or other Funds in the Franklin Templeton Group owned at that
    time by the purchaser, his or her spouse, and their children under age 21,
    including all Money Market Funds in the Franklin Templeton Group as stated
    in the Prospectus. In order for this Cumulative Quantity Discount to be made
    available, the Shareholder or his or her Securities Dealer must notify FTI
    or FTD of the total holdings in the Franklin Templeton Group each time an
    order is placed.

[_] I(We) own shares of more than one Fund in the Franklin Templeton Group and 
    qualify for the Cumulative Quantity Discount described above and in the 
    Prospectus.

    My(Our) other Account Number(s) are ____________  ____________  ____________
================================================================================
    8. ACCOUNT REVISION (If Applicable)
    If you are using this application to revise your Account Registration, or
    wish to have Distributions sent to an address other than the address on your
    existing Account's Registration, a Signature Guarantee is required.
    Signatures of all registered owners must be guaranteed by an "eligible
    guarantor" as defined in the "How to Sell Shares of the Fund" section in the
    Fund's Prospectus. A Notary Public is not an acceptable guarantor.

    X__________________________________________   ______________________________
    Signature(s) of Registered Account Owners     Account Number(s)

    X__________________________________________   ______________________________

    X__________________________________________

    X__________________________________________   ______________________________
                                                  Signature Guarantee Stamp

    NOTE: For any change in registration, please send us any outstanding 
          Certificates by Registered Mail.
================================================================================


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