TEMPLETON FUNDS RETIREMENT ANNUITY SEPARATE ACCOUNT
485BPOS, 1997-07-28
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As filed with the Securities and Exchange Commission on  July 28, 1997


                                                                      File Nos.
                                                                      33-11780
                                                                      811-5023



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   Pre-Effective Amendment No.           ( )

   Post-Effective Amendment No. 14       (X)

                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   Amendment No.  17                             (X)

               TEMPLETON FUNDS RETIREMENT ANNUITY SEPARATE ACCOUNT
               (Exact Name of Registrant as Specified in Charter)

             700 CENTRAL AVENUE, ST. PETERSBURG, FLORIDA 33701-3628
         (Address of Depositor's Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (800)774-5001

    ROBERT W. SMITH, 700 CENTRAL AVENUE, ST. PETERSBURG, FLORIDA 33701-3628
              (Name and Address of Agent for Service of Process)



Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box):

   [X]  immediately  upon filing  pursuant to  paragraph  (b) 
   [ ] on May 1, 1997 pursuant to  paragraph  (b) 
   [ ] 60 days after  filing  pursuant to  paragraph (a)(1) 
   [ ] on May 1, 1997  pursuant  to  paragraph  (a)(1) 
   [ ] 75 days  after filing  pursuant to  paragraph  (a)(2) 
   [ ] on (date)  pursuant  to  paragraph (a)(2)of Rule 485



      Declaration   Pursuant  to  Rule  24f-2.  The  issuer  has  registered  an
      indefinite number or amount of securities under the Securities Act of 1933
      pursuant to Rule 24(f)(2)  under the  Investment  Company Act of 1940. The
      Rule 24f-2  Notice for the issuer's  most recent  fiscal year was filed on
      February 28, 1997.


Incorporation of Previous Registration Statements By Reference

Except  for  the  Items  below,  this  registration  statement   (Post-Effective
Amendment No. 14 under the Securities Act of 1933 and Amendment No. 17 under the
Investment Company Act of 1940) does not amend,  supersede or delete any portion
of the Registrant's most recent previous registration statement  (Post-Effective
Amendment No. 13 under the Securities Act of 1933 and Amendment No. 16 under the
Investment  Company  Act of 1940).  See Letter to  Registrants  from Susan Nash,
Assistant  Director,  Office of Insurance  Products,  November 7, 1997,  Section
III.A.2.

The Registrant  and its Depositor,  Templeton  Funds Annuity  Company,  have not
included any  financial  statements  because they are relying on the  Great-West
Life and Annuity Insurance  Company  no-action letter (pub.  avail.  October 23,
1990), and are delivering financial statements to contract owners as required by
that letter.

Item 24 (b)  Exhibits*

         10(i)    Power of Attorney
         10(ii)   Power of Attorney

*All other relevant  exhibits have been  previously  filed and are  incorporated
herein by reference.

Item 32.  Undertakings

Templeton  Funds Annuity  Company  hereby  represents  that the fees and charges
deducted  under  the  Templeton  Funds  Retirement  Annuity  contract,   in  the
aggregate,  are  reasonable in relation to the services  rendered,  the expenses
expected  to be  incurred  and the risks  assumed  by  Templeton  Funds  Annuity
Company.

SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933 and
the  Investment  Company  Act of  1940,  the  Registrant  has duly  caused  this
Post-Effective  Amendment No. 14 to the  Registration  Statement to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the city of San
Mateo in the state of California on the 25th day of July, 1997.


              TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
                                  (Registrant)


                         TEMPLETON FUNDS ANNUITY COMPANY
                                   (Depositor)


                           By: /s/ Richard P. Austin*
                                Richard P. Austin
                                    President



                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Post-Effective  Amendment  No. 14 to the  Registration  Statement has been
signed  below  on July  25,  1997 by the  following  persons  in the  capacities
indicated:

     Signature                                Title


Louie N. Adcock, Jr.*                         Director

Thomas C. Banzhof*                            Chairman

Gordon W. Campbell*                           Vice Chairman and Director

Richard P. Austin*                            President and Director

David J. Tobin*                               Senior Vice President and
                                              Chief Operating Officer

/s/ Karen L. Skidmore                         Vice President
                                              and Secretary

Martin L. Flanagan*                           Director,  Treasurer



*By:/s/  Karen L. Skidmore
    Karen L. Skidmore
    as attorney-in-fact
*By Powers of Attorney  previously filed or filed herewith.




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the inclusion in Post-Effective Amendment No. 6 to the
Registration Statement of the Templeton Immediate Variable Annuity Separate
Account on Form N-4 (Registration Nos. 33-37846 and 811-6230) of our reports
dated February 7, 1997 on our audits of the financial statements of the
Templeton Immediate Variable Annuity Separate Account, which report is included
in the Annual Report to Contract Owners of the Templeton Variable Annuity Fund
for the year ended December 31, 1996, and the Templeton Funds Annuity Company
for the years ended December 31, 1996 and 1995, which are included in the
Post-Effective Amendment to the Registration Statement.



                                          /S/COOPERS & LYBRAND L.L.P.



June 19, 1997
Jacksonville, Florida





                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being duly
elected to the positions stated below with Templeton Funds Annuity Company, Inc.
(the "Company"), constitutes and appoints Barbara J. Green, Karen L. Skidmore,
Karen Anderberg and Jeffrey Puretz, and each of them, his true and lawful
attorney-in-fact and agents with full power of substitution and resubstitution
for him in his name, place and stead, in any and all capacities, to sign the
Company's registration statement and any and all amendements thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and conforming all that said attorneys-in-fact and agents, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Dated:  July 25, 1997

/s/ Richard P. Austin
President and Director

/s/ David J. Tobin
Senior Vice President and Chief Operating Officer




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