TEMPLETON INCOME TRUST
497, 1995-02-01
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<PAGE>
 
TEMPLETON MONEY FUND                             PROSPECTUS -- JANUARY 1, 1995
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INVESTMENT     Templeton Money Fund (the "Fund") seeks current income,
OBJECTIVE      stability of principal and liquidity by investing in high
AND POLICIES   quality money market instruments with maturities not exceeding
               397 days, consisting primarily of short-term U.S. Government
               securities, bank certificates of deposit, time deposits,
               bankers' acceptances, commercial paper and repurchase
               agreements. The Fund is a series of Templeton Income Trust.
 
               AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY
               THE U.S. GOVERNMENT. WHILE THE FUND SEEKS TO MAINTAIN A STABLE
               NET ASSET VALUE OF $1.00 PER SHARE, THERE CAN BE NO ASSURANCE
               THAT THE FUND WILL BE ABLE TO DO SO.
 
- -------------------------------------------------------------------------------
 
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. The
               minimum initial investment is $500 ($25 minimum for subsequent
               investments).
 
- -------------------------------------------------------------------------------
 
PROSPECTUS     This Prospectus sets forth concisely information about the
INFORMATION    Fund 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
 
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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
 
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TABLE OF CONTENTS
<TABLE>
<CAPTION>                   
                        Page
                        ---- 
<S>                     <C>
EXPENSE TABLE.........    2
FINANCIAL HIGHLIGHTS..    2
GENERAL DESCRIPTION...    3
Investment Objective
 and Policies.........    3
INVESTMENT TECHNIQUES.    3
U.S. Government
 Securities...........    3
Loans of Portfolio
 Securities...........    4
Bank Obligations......    4
Commercial Paper......    4
Repurchase Agreements.    4
Eurodollar and Yankee
 Obligations..........    4
HOW TO BUY SHARES OF
 THE FUND.............    4
Dealer Compensation...    5
Institutional
 Accounts.............    5
</TABLE>
<TABLE>
<CAPTION>                   
                        Page
                        ---- 
<S>                      <C>
Account Statements.....    5
Templeton STAR Service.    5
Retirement Plans.......    5
EXCHANGE PRIVILEGE.....    5
HOW TO SELL SHARES OF
 THE FUND..............    6
Check Writing..........    7
Expedited Redemption...    8
MANAGEMENT OF THE FUND.    8
Investment Manager.....    8
Business Manager.......    8
Transfer Agent.........    9
Custodian..............    9
Plan of Distribution...    9
</TABLE>
<TABLE>
<CAPTION>                   
                        Page
                        ---- 
<S>                     <C>
Expenses..............    9
Brokerage Commissions.    9
GENERAL INFORMATION...    9
Description of
 Shares/Share
 Certificates.........    9
Meetings of
 Shareholders.........    9
Dividends and
 Distributions........    9
Federal Tax
 Information..........   10
Inquiries.............   10
Performance
 Information..........   10
Statements and
 Reports..............   10
WITHHOLDING
 INFORMATION..........   11
CORPORATE RESOLUTION..   12
THE FRANKLIN TEMPLETON
 GROUP................   13
</TABLE>
 
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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>
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees.......................................................... 0.35%
12b-1 Fees............................................................... 0.15%
Other Expenses (audit, legal, business management, transfer agent and
 custodian).............................................................. 0.40%
Total Fund Operating Expenses............................................ 0.90%
</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:                             $9     $29     $50     $110
</TABLE>
 
  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 and has been restated to
reflect current fees. 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."
 
                             FINANCIAL HIGHLIGHTS
 
  The following table of selected financial information has been audited by
McGladrey & Pullen, independent certified public accountants, whose report
thereon, which is incorporated by reference, 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>
(A) PER SHARE OPERATING PERFORMANCE                                                                  Period from
                                                         Year ended August 31,                       October 3,
                                          ---------------------------------------------------------   1987** to
(For a share outstanding throughout the                                                              August 31,
period)                                     1994     1993      1992      1991      1990      1989       1988
- ----------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>      <C>       <C>       <C>       <C>       <C>
Net asset value, beginning of period      $  1.000  $ 1.000  $  1.000  $  1.000  $  1.000  $  1.000   $  1.000
- ----------------------------------------------------------------------------------------------------------------
Total from investment operations             0.026    0.021     0.036     0.061     0.078     0.085      0.058
                                          --------  -------  --------  --------  --------  --------   --------
Less distributions
Dividends from net investment income        (0.026)  (0.021)   (0.036)   (0.061)   (0.078)   (0.085)    (0.058)
                                          --------  -------  --------  --------  --------  --------   --------
Change in net asset value for the period    (0.000)  (0.000)   (0.000)   (0.000)   (0.000)   (0.000)    (0.000)
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period            $  1.000  $ 1.000  $  1.000  $  1.000  $  1.000  $  1.000   $  1.000
- ----------------------------------------------------------------------------------------------------------------
(B) TOTAL RETURN                              2.66%    2.10%     3.62%     6.23%     8.00%     8.74%      6.51%
(C) RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000)             $144,415  $81,874  $125,445  $174,265  $256,965  $136,329   $100,071
Ratio to average net assets of:
 Expenses                                     0.90%    1.14%     1.04%     0.89%     0.83%     0.80%      0.92%*
 Net investment income                        2.77%    2.07%     3.65%     6.18%     7.71%     8.50%      6.38%*
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
 * Annualized
** Commencement of Operations
 
                                       2
<PAGE>
 
                              GENERAL DESCRIPTION
 
  Templeton Money Fund (the "Fund") is a series of Templeton Income Trust (the
"Trust"). The Trust was organized as a Massachusetts business trust on June
16, 1986, and is registered under the Investment Company Act of 1940 (the
"1940 Act") as an open-end management investment company with two series of
Shares: Templeton Money Fund, a diversified fund, and Templeton Income Fund. A
prospectus for Templeton Income Fund is available upon request and without
charge from the Principal Underwriter.
 
  INVESTMENT OBJECTIVE AND POLICIES. The investment objective of the Fund is
current income, stability of principal and liquidity, which it seeks to
achieve by investing in high-grade "money market" instruments with maturities
not exceeding 397 days, consisting primarily of short-term U.S. Government
securities, certificates of deposit, time deposits, bankers' acceptances,
commercial paper and repurchase agreements with banks or broker-dealers with
respect to these securities. As a fundamental policy, the Fund invests at
least 80% of its total assets in these securities. There can be no assurance
that the investment objective of the Fund will be attained.
 
  The Fund intends to use its best efforts to maintain its net asset value at
$1.00 per Share. To do so, the Fund uses the amortized cost method of valuing
the Fund's securities pursuant to Rule 2a-7 under the 1940 Act, certain
requirements of which are summarized below.
 
  In accordance with Rule 2a-7, the Fund is required to (i) maintain a dollar-
weighted average portfolio maturity of 90 days or less; (ii) purchase only
instruments having remaining maturities of 397 days or less; and (iii) invest
only in U.S. dollar-denominated securities determined in accordance with
procedures established by the Board of Trustees to present minimal credit
risks which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization, subject to ratification of the investment by the Board
of Trustees). If a security is unrated, it must be of comparable quality as
determined in accordance with procedures established by the Board of Trustees,
including approval or ratification of the security by the Board except in the
case of U.S. Government securities.
 
  In addition, the Fund will not invest more than 5% of its total assets in
the securities (including the securities collateralizing a repurchase
agreement) of, or subject to puts issued by, a single issuer, except that (i)
the Fund may invest in U.S. Government securities or repurchase agreements
that are fully collateralized by U.S. Government securities without any such
limitation, and (ii) the limitation with respect to puts does not apply to
unconditional puts if no more than 10% of the Fund's total assets is invested
in securities issued or guaranteed by the issuer of the unconditional put.
Investments in rated securities not rated in the highest category by at least
two rating organizations (or one rating organization if the instrument was
rated by only one such organization), and unrated securities not determined by
the Board of Trustees to be comparable to those rated in the highest category,
will be limited to 5% of the Fund's total assets, with the investment in any
one such issuer being limited to no more than the greater of 1% of the Fund's
total assets or $1,000,000. See "Purchase, Redemption and Pricing of Shares"
in the SAI for further information regarding amortized cost valuation. There
can be no assurance that the Fund will be able to maintain a $1.00 per Share
net asset value.
 
  Commercial paper must be issued by domestic corporations or foreign
corporations affiliated with domestic corporations. The Fund also may enter
into repurchase agreements and may lend its portfolio securities. These
techniques are described below.
 
                             INVESTMENT TECHNIQUES
 
  U.S. GOVERNMENT SECURITIES. U.S. Government securities are obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Some U.S. Government securities, such as Treasury bills and
bonds, are supported by the full faith and credit of the U.S. Treasury;
others, such as those of Federal Home Loan Banks, are supported by the right
of the issuer to borrow from the Treasury; others, such as those of the
Federal National Mortgage Association, are supported by the discretionary
authority of the U.S. Government to purchase the agency's obligations; still
others are supported only by the credit of the instrumentality.
 
                                       3
<PAGE>
 
  LOANS OF PORTFOLIO SECURITIES. The Fund may lend to 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 one
business day. The Fund will continue to receive any interest or dividends paid
on the loaned securities and will continue to have voting rights with respect
to the securities.
 
  BANK OBLIGATIONS. Certificates of deposit are negotiable certificates issued
against funds deposited in a commercial bank for a definite period of time and
earning a specified return. Bankers' acceptances are negotiable drafts or
bills of exchange, normally drawn by an importer or exporter to pay for
specific merchandise, which are "accepted" by a bank, meaning, in effect, that
the bank unconditionally agrees to pay the face value of the instrument on
maturity. The Fund may invest in dollar-denominated certificates of deposit
and bankers' acceptances of foreign and domestic banks having total assets in
excess of $1 billion. The Fund also may invest in certificates of deposit of
federally insured savings and loan associations having total assets in excess
of $1 billion.
 
  COMMERCIAL PAPER. Investments in commercial paper are limited to obligations
rated Prime-1 or Prime-2 by Moody's Investors Service, Inc. ("Moody's") or A-1
or A-2 by Standard & Poor's Corporation ("S&P") or, if not rated by Moody's or
S&P, issued by companies having an outstanding debt issue currently rated Aaa
or Aa by Moody's or AAA or AA by S&P. See the Appendix in the SAI for a
description of these ratings.
 
  REPURCHASE AGREEMENTS. When the Fund acquires a security from a 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 on 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 should
decline, as well as disposition costs in liquidating the security.
 
  EURODOLLAR AND YANKEE OBLIGATIONS. The Fund may invest in dollar-denominated
obligations of foreign branches of domestic banks ("Eurodollar obligations")
and dollar-denominated obligations of domestic branches of foreign banks
("Yankee obligations"). These investments may involve risks that are different
in some respects from investments in obligations of domestic branches of
domestic banks. Such investment risks may include future political and
economic developments, the possible imposition of withholding taxes on
interest income payable on the Eurodollar and Yankee obligations held by the
Fund, possible seizure or nationalization and the possible establishment of
exchange controls or the adoption of other foreign government laws and
restrictions applicable to the payment of Eurodollar and Yankee obligations,
which might adversely affect the payment of principal and interest.
 
                         HOW TO BUY SHARES OF THE FUND
 
  Shares of the Fund may be purchased at net asset value without a sales
charge through any broker which has a dealer agreement with Franklin Templeton
Distributors, Inc. ("FTD"), the Principal Underwriter of Shares of the Fund,
or directly from FTD upon receipt by FTD of a completed Shareholder
Application and check. The minimum initial purchase order for Fund Shares is
$500. Subsequent purchases of Fund Shares must be in amounts of $25 or more.
 
  An investment will be made at the next determined net asset value per Share
after (1) FTD has received a purchase order, and (2) the Fund has received
Federal Funds from the purchase payment. The Fund may, but does not presently,
impose a service fee for purchase checks that are returned for insufficient
funds or any other reason. Shares of the Fund will begin to earn dividends on
the next
 
                                       4
<PAGE>
 
business day following the date of purchase. Purchases made by Federal Funds
wire and payments made by Federal Reserve draft received by FTD will be
invested and begin earning dividends on the next business day after receipt by
FTD. Any subscription may be rejected by FTD.
 
  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.
 
  DEALER COMPENSATION. Dealers whose Shareholder accounts with the Fund equal
or exceed $25,000 currently are paid a continuing trail fee at the annual rate
of 0.15% of the average daily net asset value of the Shares in those accounts.
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.
 
  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 Franklin Templeton Investor Services,
Inc. (the "Transfer Agent").
 
  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 calling1-800-654-0123 from a touch-tone telephone. A fund code (the
Fund's code is 307) 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 Templeton Funds 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).
 
  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 fund 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
 
                                       5
<PAGE>
 
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. 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.
 
                        HOW TO SELL SHARES OF THE FUND
 
  Shares of the Fund 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 OF THE FOLLOWING REQUIREMENTS:
 
  1. Except as provided below under "Expedited Redemption," 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 and a completed
purchase application must have been received by FTD before any redemption
request will be honored;
 
  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;
 
                                       6
<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 Internal Revenue Code of 1986, as amended (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.
 
  Neither the Trust, the Fund nor the Transfer Agent will be responsible for
acting upon any instructions believed by them to be genuine. 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) that has been in existence for more
than six (6) months) 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 may involuntarily redeem an investor's Shares if the net asset
value of such Shares is less than $500, 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 the 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.
 
  CHECK WRITING. The Fund has established special check writing services for
its Shareholders whose Shares are held on deposit by the Transfer Agent. Upon
request, Shareholders may obtain a supply of checks without charge.
Shareholders may write checks payable to the order of any person in any amount
not less than $500 but not more than $500,000. THESE CHECKS CANNOT BE
CERTIFIED NOR CAN
 
                                       7
<PAGE>
 
THESE CHECKS BE NEGOTIATED FOR CASH AT THE OFFICES OF FTD OR FIRST UNION
NATIONAL BANK OF FLORIDA. Checks are not returned to Shareholders after
payment, although copies of checks will be available on request to the
Transfer Agent at no charge. Shareholders who are interested in the check
writing service should complete the appropriate section of the Shareholder
Application. The check writing service is not available in any of the
Templeton Tax Deferred Retirement Plans.
 
  When a check is presented for payment, the Fund redeems a sufficient number
of Shares to cover the amount of the check. Checks written on accounts with
insufficient Shares will be returned to the payee marked "non-sufficient
funds." Checks written in amounts less than $500 also will be returned.
Because the aggregate amount owned by a Shareholder may change each day,
Shareholders should not attempt to redeem all Shares held in their account by
using the check redemption procedure.
 
  EXPEDITED REDEMPTION. Shares may be redeemed by calling the Transfer Agent
toll free, 1-800-354-9191. A redemption authorization which is contained in
the Shareholder Application, or a separate authorization form must be filed
with the Fund before a Shareholder may redeem in this manner. All telephone
requests for redemptions must be received before the close of the New York
Stock Exchange each business day.
 
  Shareholders may request that proceeds of $1,000 or more be wired directly
to a commercial bank account. There is a fee of $15 for each wire redemption.
 
                            MANAGEMENT OF THE FUND
 
  The Trust is managed by the Board of Trustees and all powers are exercised
by or under authority of the Board. Information relating to the Trustees and
Executive Officers of the Trust is set forth under the heading "Management of
the Trust" in the SAI.
 
  INVESTMENT MANAGER. The Investment Manager of the Fund is Templeton Global
Bond Managers, a division of Templeton Investment Counsel, Inc., Broward
Financial Centre, Fort Lauderdale, Florida 33394-3091. 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 has an extensive global network of investment
research sources. 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 0.35% of its average daily net assets. Further information
concerning the Investment Manager is included under the heading "Investment
Management and Other Services" in the SAI.
 
  BUSINESS MANAGER. Templeton Global Investors, Inc., provides certain
administrative facilities and services for the Fund, including payment of
salaries of officers, supervision of the preparation of tax returns,
preparation of financial reports, monitoring compliance with regulatory
requirements and monitoring tax-deferred retirement plans. For its services,
the Business Manager receives a monthly fee equivalent on an annual basis to
0.15% of the combined average daily net assets of the Funds included in the
Trust (the Fund and Templeton Income 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.
 
                                       8
<PAGE>
 
  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 0.15% 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 0.15% 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 the costs and expenses that may be reimbursable in
future months or years were $16,230 (0.01% of its net assets) at August 31,
1994.
 
  EXPENSES. For the fiscal year ended August 31, 1994, expenses amounted to
0.90% of the Fund's average daily net assets.
 
  BROKERAGE COMMISSIONS. The Investment Manager will place all orders for the
purchase and sale of securities. 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 capitalization of the Trust
consists of an unlimited number of Shares of beneficial interest, par value
$0.01 per Share. The Board of Trustees is authorized, in its discretion, to
classify and allocate the unissued Shares of the Trust, each such class to
represent a different portfolio of securities. Each Share 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 will be made for the issuance of one certificate for all or some of
the Shares purchased in a single order.
 
  MEETINGS OF SHAREHOLDERS. The Trust is not required to hold regular annual
meetings of Shareholders and may elect not to do so. The Trust will call a
special meeting of Shareholders when requested to do so by Shareholders
holding at least 10% of the Trust's outstanding Shares. In addition, the Trust
is required to assist Shareholder communications in connection with the
calling of Shareholder meetings to consider removal of a Trustee or Trustees.
 
  Under Massachusetts law, Shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims liability of the Shareholders, Trustees and
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of the Trust. The Declaration of Trust
provides for indemnification out of Trust property for all loss and expense of
any Shareholder held personally liable for the obligations of the Trust. The
risk of a Shareholder incurring financial loss on account of Shareholder
liability is limited to circumstances in which the Trust itself would be
unable to meet its obligations and, thus, should be considered remote.
 
  DIVIDENDS AND DISTRIBUTIONS. The Fund's net investment income (consisting of
interest accrued or discount earned less amortization of premium and estimated
expenses) and net realized short-term gains is declared as a dividend daily,
including weekends and holidays, immediately prior to the determination of net
asset value, and is paid to Shareholders monthly. Dividends are declared and
reinvested starting on the day after (whether or not a business day) the
Shares are issued and including the day on which Shares are redeemed.
 
 
                                       9
<PAGE>
 
  Income dividends paid by the Fund on its Shares are automatically reinvested
on the payable date 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. Shareholders will receive a monthly
summary of their accounts, including information as to dividends paid during
the month and the Shares credited to the account through reinvestment of
dividends.
 
  Distribution 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 in 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
will be reinvested automatically 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 are expected to
be treated as ordinary income 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 of the year in which such
distributions were declared. The Fund will inform Shareholders each year of
the amount and nature of income or gains distributed to them. 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 813-823-8712. 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 yield, effective yield
and/or total return in advertisements or reports to Shareholders or
prospective investors. The Fund calculates current yield by annualizing the
dividend for the most recent seven-day period and dividing by the net asset
value on the last day of the period for which yield is presented. The Fund's
effective yield is calculated similarly but assumes that income earned from
the investment is reinvested. The Fund's effective yield will be slightly
higher than its yield because of the compounding effect of this assumed
reinvestment. 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 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 yield,
effective yield and total return for the Fund, see "Yield and Performance
Information" in 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.
 
                                      10
<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 Act of 
  individual retirement plan           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 preceeding
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.
 
3/94
 
                                      11
<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 
- -------------------------------     ----------------------------------------
            TITLE                                 CORPORATE NAME
a                        organized under the laws of the State of         and
  ----------------------                                          -------
   TYPE OF ORGANIZATION                                            STATE
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 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 authorized 
                                              ---------
                                                NUMBER  
  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)
 
                                      12
<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
                                                           PARTNERS
                                                           FUNDS(R)
 
                   Franklin
FRANKLIN           Alabama Tax-        Franklin
GLOBAL/            Free Income         Insured Tax-
INTERNATIONAL      Fund                Free Income
FUNDS              Franklin            Fund
                   Arizona Tax-        Franklin
                   Free Income         Arizona
Franklin           Fund                Insured Tax-        Franklin Tax-
Global Health                          Free Income         Advantaged
Care Fund                              Fund                High Yield
                   Franklin                                Securities
Franklin           California          Franklin            Fund
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 Tax-
Franklin                               Fund                Advantaged
International                                              U.S.
Equity Fund        Franklin                                Government
                   Connecticut                             Securities
Franklin           Tax-Free            Franklin            Fund
Pacific Growth     Income Fund         Massachusetts
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

 
                                      13
<PAGE>
 
                                     NOTES
                                     -----
 
                                       14
<PAGE>
 
                                     NOTES
                                     -----

                                       15
<PAGE>
 
 
 
- --------------------------
 
 TEMPLETON MONEY
 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.
 
- --------------------------
 
 
               TL07 P 1/95
[RECYCLE LOGO]
TEMPLETON

MONEY
 
FUND
 
Prospectus
January 1, 1995
 
 
 
 
[LOGO OF FRANKLIN TEMPLETON]
<PAGE>
 
REGISTRATION--PLEASE PRINT

INSTRUCTIONS FOR COMPLETING APPLICATION
- -------------------------------------------------------------------------------
Please follow these instructions to establish your account. If you have a
question please call toll free 1-800-354-9191.
 
  Please note that you are           2) By Wire -- If your initial
 required to send a completed         investment is being made by
 application, including the           wire, please call us at our
 appropriate tax                      toll free number for
 identification number, and           instructions. Federal Funds
 that the application must be         should be wired to:
 received before withdrawal           Chase Manhattan Bank, New
 instructions can be accepted.        York , NY
  TWO WAYS TO INVEST                  Account No 910-2-581015
 1) By Mail -- Complete the           Re: Templeton Money Fund
  application and mail it with        Account of: (your account as
  your check to:                      it will be registered)
   Templeton Money Fund
   P.O. Box 33031
   St. Petersburg, FL 33733-
   8031
 
- -------------------------------------------------------------------------------
                                                     (FTD USE ONLY)
TEMPLETON MONEY FUND                                ---------------------------
700 CENTRAL AVENUE/P.O. BOX 33031, ST. PETERSBURG,   NEW ACCOUNT APPLICATION
FLORIDA 33733-8031                                   For initial investment
PLEASE FILL OUT AND SIGN BOTH SIDES OF THIS FORM     only (DO NOT USE FOR
                                                     TEMPLETON PROTOTYPE KEOGH
                                                     OR IRA PLANS. REQUEST
                                                     SEPARATE APPLICATIONS.)
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IF YOU NEED ASSISTANCE IN COMPLETING THIS APPLICATION, PLEASE CALL TOLL FREE,
1-800-354-9191.
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Enclosed is my check, payable to Templeton Money Fund, for
$                      ($500 minimum for initial investment and $25 minimum
  --------------------
for subsequent investments) to purchase shares of the Fund.
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FOR WIRED
FUNDS ONLY    Amount $         Date of wired investment from your bank        ,
                       -------                                         -------
              19
                 ----
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            1. Individual
INDIVIDUAL                  -----------------------------------  --------------
USE LINE 1                  First Name  Initial  Last Name       Soc. Sec. No.
 
        
JOINT       2. Joint Tenants
TENANTS                     -----------------------------------  --------------
USE LINES                   First Name  Initial  Last Name       Soc. Sec. No.
1 & 2       "Joint Tenants with Right of Survivorship and not as Tenants in
              Common" (Unless Otherwise Specified)

GIFTS/      3. Gifts/                                                        
TRANSFERS      Transfers    -----------------------------------  --------------
TO MINORS      to Minors    Custodian's Name (Only One Can       Minor's Soc.  
USE LINE 3                    Be Named)                             Sec. No.    
 
                            -----------------------------------
                            Minor's Name (Only One)
 
                            Under the                   Uniform Gifts/Transfers
                                      ------------------
                                      State of Residence
                            to Minors Act        
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CITIZEN OF    United States  [_] Yes  [_] No  [_] Resident of:
                                                                ---------------
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CORPORATIONS, 4. Corporations, Trusts, etc. 
TRUSTS,                                    ------------------------------------
OR OTHER                                                                        
FIDUCIARIES   -------------------------  ------------   ----------------------- 
USE LINE 4    Date of Trust Instrument   Tax I.D. No.   Name of Beneficiary (If 
                                                         to Be Included in      
                                                         Registration)          
                                                                                
              ----------------------------------------------------------------- 
              Name of Trustees (If to Be Included in Registration)              
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ADDRESS                                            (   )
              -----------------------------------  ----------------------------
              Street                               Area    Business Hours
                                                   Code    Phone
              -----------------------------------------------------------------
              City, State, Zip
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<PAGE>
 
 
DIVIDENDS     All dividends to be paid in additional shares, credited monthly.
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SYSTEMATIC    To receive fixed payments [_] Monthly [_] Quarterly  [_] Semi-
WITHDRAWAL    Annually [_] Annually of $50 or more, check one box and indicate
PLAN          dollar amount $                  . (For accounts with balance of
                             ------------------
              $10,000 or more.)
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                           ----------------------------------------------------
SIGNATURE CARD FOR CHECK   Account Number    TEMPLETON MONEY FUND     Signature
WRITING SERVICE                            First Union National Bank  Card 
(See reverse side for                              of Florida
terms and conditions)      ----------------------------------------------------
                           Account Name(s) -- same as Shareholder Account
                            Registration
                           ----------------------------------------------------
 
                           AUTHORIZED 
Please fill out this       SIGNATURE(S): 1. 
card if you elect the                       ------------------------------------
Check-Writing Service.                   2. 
It is similar to the                        ------------------------------------
card you must complete                   3. 
when opening a checking                     ------------------------------------
account with any bank.                   4. 
Please make certain that                    ------------------------------------
all authorized persons    
have signed.                             [_] Check if all parties to the account
                                             must sign the check.
                                         [_] Check if combination of signatures
                                             is required and specify number in
                                             box. [_] 
 
IMPORTANT!                     In signing this signature card, the
PLEASE COMPLETE REVERSE        signature(s) signifies his/her or their
SIDE FOR THE TELEPHONE         agreement to be subject to the rules and
REDEMPTION SERVICE AND         regulations of First Union National Bank of
ALL SIGNATURES.                Florida pertaining thereto and as amended from
- ---                            time to time.
                        
                                 SUBJECT TO CONDITIONS PRINTED ON THE REVERSE
                                                     SIDE
 
Rev. 3/94
<PAGE>
 
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TELEPHONE EXCHANGE SERVICE
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  I/We accept Telephone Exchange Privileges between all Franklin Templeton
  Funds so qualified for all accounts with the identical
  registration/ownership. I/We acknowledge that I/we are subject to certain
  specific restrictions, complete details of which are described in the Fund's
  Prospectus, which I/we have received and read.
  I/We DO NOT want Telephone Exchange Privileges -- please check box [_]
 
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EXPEDITED TELEPHONE REDEMPTION -- COMMERCIAL BANK WIRE INSTRUCTIONS
(MINIMUM, $1,000)
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If this service is requested the Fund will, upon receipt of telephone or
telegraph instructions, redeem shares and wire the proceeds of the redemption
as indicated. The shareholder agrees that the Transfer Agent will forward the
proceeds of an expedited redemption in accordance with the Fund's Prospectus.
Deposit to COMMERCIAL BANK ACCOUNT ONLY with the identical registration of
this account (Bank Wires are subject to a $15.00 bank fee).

- --------------------------------------  ---------------------------------------
Name on Bank Account                    Address of Bank

- --------------------------------------  ---------------------------------------
Bank Account Number                     City            State             Zip
 
- --------------------------------------  ABA
Name of Bank                            Routing Number
                                                       ------------------------
  IMPORTANT -- A NEW FORM MUST BE EXECUTED IF THESE INSTRUCTIONS ARE CHANGED
                                      

 
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CHECK WRITING SERVICE -- TERMS AND CONDITIONS
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Pursuant to this request, the Agent will establish a checking account for the
shareholder. Upon presentation of a check to the Agent for payment, the Fund
will redeem shares from the shareholder's account sufficient to cover the
amount of the check. Checks in amounts less than $500 or more than $500,000
will not be honored. The shareholder agrees that: 1) the Agent will return
unpaid and marked "Non-Sufficient Funds" any check the amount of which exceeds
the value of the shareholder's account at the time of presentation; 2) the
Agent will not make payment on any check if the shares being redeemed to make
such payment had been purchased by check within the previous 15 days and that
any such check drawn on such uncollected funds will be returned marked "Non-
Sufficient Funds"; 3) the Fund and/or its agents will not be liable for any
loss, expense or cost arising out of check redemptions; and 4) the account
will be subject to the Agent's rules and regulations governing checking
accounts. In addition, if there is more than one shareholder owning an
interest in the account, and if the shareholders authorize, in signing the
signature card, checks to be signed by less than all of the owners of such
account, then all shareholders owning an interest in the account agree that
shares sufficient to cover the amount of such check may be redeemed upon
presentation of a check signed by such authorized owners.
  The Agent has reserved the right to change, modify or terminate this
checking account privilege at any time.
 
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SIGNATURE AND TAX CERTIFICATIONS -- ALL REGISTERED OWNERS MUST SIGN
APPLICATION
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  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 to your
liability to qualify for treaty withholding rules.
  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
  Line 3.
[_] 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 County 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 for the Fund 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.
 
X                                       X
- -------------------------------------   --------------------------------------
Signature                               Signature
X                                       X
- -------------------------------------   --------------------------------------
Signature                               Signature

Please make a photocopy of this application for your records
 
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BROKER/DEALER USE ONLY (PLEASE PRINT)
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                                                             Templeton Dealer
  We hereby submit this application for the                  #
purchase of shares of the Fund indicated in                --------------------
accordance with the terms of our selling agreement
with Franklin Templeton Distributors, Inc., and
with the Prospectus for the Fund.
WIRE ORDER ONLY:
            The attached check for $ _ should be applied against
            wire order
            Confirmation Number ------ Dated -------------  For ------- Shares.
Securities Dealer Name
                        ------------------------------------------------------
Main Office Address
                    ----------------------------------------------------------

Branch # ---------  Rep # -----------  Representative Name -------------------
                                                           (   )
Branch Address --------------------------- Telephone Number ------------------

Authorized Signature, Securities Dealer -------------Title -------------------
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ACCEPTED: Franklin Templeton Distributors, Inc.

                           By ------------------------ Date ------------------
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<PAGE>
 
  --------------------------------------------
 
  THE PAYMENT OF FUNDS IS AUTHORIZED BY THE
  SIGNATURE(S) APPEARING ON THE REVERSE SIDE.
 
  If this card is signed by more than one
  person, all checks will require only one of
  the signatures appearing exactly as on the
  reverse side unless otherwise indicated.
  Each signator guarantees the genuineness of
  the other's signature. The Powers of
  Attorney granted hereby shall not be
  affected by any subsequent disability or
  incapacity on the part of any Depositor.
  Checks may not be for less than $500 or more
  than $500,000.
 
  First Union National Bank of Florida is
  hereby appointed agent by the person(s)
  signing this card (the "Depositor(s)") and
  as agent, is authorized and directed to
  present checks drawn on this checking
  account to the Fund ("Account") or its
  redemption agent as requests to redeem
  shares of the Account registered in the name
  of the Depositor(s) in the amount of such
  checks and to deposit the proceeds of such
  redemptions in this checking account. The
  Agent shall be liable only for its own
  negligence.
 
  Depositor(s) hereby authorizes the Account
  or its redemption agent to honor redemption
  requests presented in the above manner by
  the Agent. The Account and its redemption
  agent will not be liable for any loss,
  expense, cost or damage arising out of check
  redemptions. Shares of the Account which
  were purchased by check within fifteen (15)
  calendar days will not be redeemed. The
  Agent has the right not to honor checks in
  amounts exceeding the value of the
  Depositor(s) shareholder account at the time
  the check is presented for payment.
 
  The Agent reserves the right to change,
  modify or terminate this checking account at
  any time upon notification mailed to the
  address of record of the Depositor(s).


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