TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
485BPOS, 1998-05-12
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As filed with the Securities and Exchange Commission on  May 11, 1998


                                                              File Nos. 33-37846
                                                                        811-6230



                   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. 7         (X)

                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   Amendment No.  9                      (X)

            TEMPLETON IMMEDIATE  VARIABLE ANNUITY SEPARATE ACCOUNT
             (Exact Name of Registrant as Specified in Charter)
           100 FOUNTAIN PARKWAY, ST. PETERSBURG, FLORIDA 33716-1205
        (Address of  Depositor's Principal Executive Offices) (Zip Code)

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

                                ROBERT W. SMITH
                              100 FOUNTAIN PARKWAY
                       ST. PETERSBURG, FLORIDA 33716-1205
              (Name and Address of Agent for Service of Process)

                                   Copies to:
                                Karen L. Skidmore
                            777 Mariners Isld. Blvd.
                               San Mateo, CA 94402


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 ____  pursuant to paragraph (b) 
[ ] 60 days after filing pursuant to paragraph(a)(1) 
[ ] on _____________ pursuant to paragraph (a)(1) 
[ ] 75 days after filing pursuant to paragraph (a)(2) 
[ ] on (date) pursuant to paragraph(a)(2)of Rule 485

Title of Securities Being Registered:
Templeton Immediate Variable Annuities

If appropriate, check the following box:

[  ] This post-effective amendment designates a new effective date for a
     previous filed post-effective amendment.


                       TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
                               CROSS REFERENCE SHEET
                                                         FORM N-4


ITEM NO.     CAPTION(S)


         PART A

1.              Cover Page
2.              Glossary of Special Terms
3               Summary: Expense Table
4.              Annuity Unit Values
5.              Templeton Funds Annuity Company;  The Separate Account;
                Templeton Stock Fund; Voting Rights
6.              Deductions and Charges
7               The Annuities; Substitution of Securities and other      
                Changes:Cover Page
8.              The Annuities
9.              The Annuities
10.             Purchase of Annuities; The Annuities: Templeton Funds
                Annuity  Company
11.             N/A
12.             Tax Information
13.             N/A
14.             Statement of Additional Information Table of Contents
                PART B
15.             Cover Page
16.             Table of Contents
17.             Templeton Funds Annuity Company
18.             Templeton Funds Annuity Company; Independent Accountants
19.             N/A
20.             Templeton Funds Annuity Company; Purchase of Annuities
                (in prospectus)
21.             N/A
22.             N/A
23.                Financial Statements--Templeton Funds Annuity Company;
                Financial Statements--Templeton Immediate Variable
                Annuity Separate Account

                                                            
PAGE


                                     PROSPECTUS


   
                                    MAY 11, 1998
    

                       TEMPLETON IMMEDIATE VARIABLE ANNUITIES

                   ISSUED BY TEMPLETON IMMEDIATE VARIABLE ANNUITY
                                  SEPARATE ACCOUNT

                                         OF

   
                          TEMPLETON FUNDS ANNUITY COMPANY
                                100 Fountain Parkway
                         St. Petersburg, Florida 33716-1205
                              Telephone (800) 774-5001

A Templeton  Immediate  Variable Annuity  ("Contract") is an immediate  variable
annuity  issued by Templeton  Funds Annuity  Company.  The Contracts will not be
available  to any investor  who resides in a state where the  Contracts  may not
lawfully be sold. The minimum amount required to purchase a Contract is $10,000.
All assets under the Contracts  will be invested,  through  Templeton  Immediate
Variable Annuity Separate Account (the "Separate Account"), in Class 1 shares of
Templeton Stock Fund (the "Stock Fund"), a series of Templeton Variable Products
Series Fund. The value of the Contracts, and the amount of each Annuity Payment,
will vary with the performance of the Stock Fund - Class 1. The Separate Account
has  registered  an  indefinite  number of its  individual  Contracts  under the
Securities Act of 1933.

Shares of the Stock 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.

This Prospectus sets forth concisely information about the Contracts and the
Separate Account that a prospective investor should know before investing.

   
A Statement of Additional Information (the "SAI") dated May 11, 1998, is on
file with the Securities and Exchange Commission and is, in its entirety,
incorporated by reference into and made a part of this Prospectus. (See page __
for the Statement of Additional Information Table of Contents.) A copy of the
SAI is made available upon request and without charge by calling or writing
Templeton Funds Annuity Company at the address indicated above.

THIS PROSPECTUS SHOULD BE ACCOMPANIED BY A CURRENT  PROSPECTUS OF THE STOCK FUND
- - CLASS 1. BOTH  PROSPECTUSES  SHOULD BE READ  CAREFULLY AND RETAINED FOR FUTURE
REFERENCE.
    



                                 TABLE OF CONTENTS

                                                                       PAGE
   
Glossary of Special Terms .........................................

Expense Table .....................................................
           Contractholder Transaction Expenses.....................
           Separate Account Annual Expenses........................
           Templeton Stock Fund - Class 1 Annual Expenses..........

Summary............................................................

Templeton Funds Annuity Company....................................

The Separate Account...............................................

Templeton Stock Fund...............................................

Purchase of Annuities..............................................

The Annuities......................................................
           Payment Options.........................................
           Death Benefit...........................................
           Beneficiaries...........................................
           Annuity Payments........................................
           Annuity Units...........................................
           Value of the Separate Account...........................
           Delays in Valuation and Payment.........................

Deductions and Charges.............................................

Tax Information....................................................
           Internal Revenue Code Limitations on Qualified Contracts
           Federal Income Tax Status...............................
                  (A) Federal Tax Status of the Company and the Separate Account
                  (B) Federal Tax Status of Annuitants..............
                  (C) Restrictions on Distributions Under 403(b) Plans
                  (D) Rollovers and Direct Rollovers...............
                  (E) Withholding..................................
                  (F) Income Taxation of Death Benefits............

Sales of Variable Annuity Contracts................................

Voting Rights......................................................

Substitution of Securities and Other Changes.......................


Performance Information............................................

Illustration of Hypothetical Values...............................

Statement of Additional Information Table of Contents..............

Appendix A.........................................................
    


                             GLOSSARY OF SPECIAL TERMS

   
ANNUITANT                         A person on whose life the Annuity Payments
                                  are based
    

ANNUITY                           A Templeton individual immediate variable
                                  annuity which is purchased by the
                                  Contractholder.

ANNUITY BENEFITS                  Those benefit payments, including
                                  Annuity Payments, made to an Annuitant, a
                                  Joint Annuitant, one or more Beneficiaries
                                  and/or any of their respective estates under
                                  the terms of the Contracts.

ANNUITY OPTION                    A form for payment of Annuity Benefits
                                  which is selected in the application for the
                                  Contract.

ANNUITY PAYMENTS                  The monthly payments made in
                                  accordance with the Annuity Option selected by
                                  the Contractholder.

ANNUITY STARTING DATE             The date on which the first
                                  Annuity Payment is calculated. The Annuity
                                  Starting Date may not be more than 12 months
                                  from the Issue Date.

ANNUITY UNIT                      An accounting unit of measure used to
                                  calculate the dollar amount of Annuity
                                  Payments and Annuity Benefits under Annuity
                                  Options 2, 3, 4, 5 and 6. The value of an
                                  Annuity Unit fluctuates generally with the
                                  value of the Stock Fund.

ASSUMED ANNUAL INTEREST RATE      The interest rate upon
                                  which the annuity payments in the Contract are
                                  based under Annuity Options 2, 3, 4, 5 and 6.

BENEFICIARY                       The person, persons or entity named by the
                                  Contractholder to receive any proceeds, or to
                                  receive Annuity Benefits, if any, after the
                                  last death of the Annuitant and any Joint
                                  Annuitant.

BUSINESS DAY                      Any day the New York Stock Exchange is
                                  open for trading, or any day in which the
                                  Securities and Exchange Commission requires
                                  that the Separate Account be valued.

CHARGE TO THE SEPARATE ACCOUNT    A daily charge
                                  equivalent to a percentage of the daily net
                                  asset value of the Separate Account.

CODE                              The Internal Revenue Code of 1986, as amended.

COMPANY                           Templeton Funds Annuity Company, a Florida
                                  insurance company which maintains the Separate
                                  Account and issues the Contracts.


CONTRACT MAINTENANCE              An annual charge assessed at the end of each
CHARGE                            Contract Year for administrative services
                                  performed by the Company.

CONTRACT YEAR                     Each 12-month period beginning with the Issue
                                  Date.

   
CONTRACTHOLDER                    The person, persons or entity entitled to the
                                  ownership rights stated in the Contract and in
                                  whose name the Contract is issued.
    

GENERAL ACCOUNT                   All Company assets other than those allocated
                                  to any Separate Accounts.

INITIAL PAYMENT DATE              The date of the first Annuity
                                  Payment, which will be either the 1st or 15th
                                  day of a month as elected in the application,
                                  depending on the date of receipt of the
                                  initial Purchase Payment.

ISSUE DATE                        The date on which this Contract becomes
                                  effective.


JOINT ANNUITANT                   A person other than the Annuitant
                                  designated by the Contract Holder as a person
                                  on whose life Annuity Payments may also be
                                  based.

NET ASSET VALUE                   The total assets of the underlying
                                  mutual fund (or other investment vehicle) less
                                  the liabilities of that fund (or vehicle), as
                                  of the close of trading on a Valuation Date.

NET PURCHASE PAYMENT(S)           The Purchase Payments(s) less any Taxes
                                  levied.


NONQUALIFIED CONTRACT             A Contract which is not used in
                                  connection with a retirement plan which meets
                                  the requirements of Sections 401(a), 403(b) or
                                  408 of the Code.

PAYEE                             The recipient of Annuity Payments or other
                                  benefits under the Contract.

PURCHASE PAYMENT(S)               Amount(s) paid to the Company to provide
                                  benefits under the Contract.

QUALIFIED CONTRACT                A Contract used in connection with a
                                  retirement plan which meets the requirements
                                  of Sections 401(a), 403(b) or 408 of the Code.

   
SEPARATE ACCOUNT                  Templeton Immediate Variable Annuity Separate
                                  Account, a separate account of the Company
                                  registered with the Securities and Exchange
                                  Commission as a unit investment trust. The
                                  Separate Account invests all its assets in
                                  Class 1 shares of the Stock Fund. The assets
                                  of the Separate Account are not commingled
                                  with the general assets of the Company, and
                                  the investment performance of the Separate
                                  Account is kept separate from that of the
                                  general assets of the Company.

SEPARATE ACCOUNT CONTRACT VALUE   The Contract's proportionate share of the
                                  Separate Account as defined in the Contract.
    

STOCK FUND                        Templeton Stock Fund, a series of Templeton
                                  Variable Products Series Fund, a  registered
                                  open-end management investment company.  The
                                  Contract's assets will be invested by the
                                  Separate Account in Class 1 shares of the
                                  Stock Fund.

TAXES                             The taxes imposed on reserves in the Separate
                                  Account or on net income received by the
                                  Company. Also, premium taxes charged as a
                                  result of the issue, maintenance, surrender or
                                  annuitization of the Contract.

TIVA UNIT                         An accounting unit of measure used to
                                  calculate Annuity Payments and Annuity
                                  Benefits under Annuity Option 1 and for
                                  measuring amounts credited to a Contract
                                  before the Annuity Starting Date.

VALUATION DATE                    Any date on which the Separate Account is
                                  valued. The Separate Account will be valued on
                                  the Issue Date and on each Business Day
                                  thereafter.

VARIABLE ANNUITY                  An annuity with payments which vary as
                                  to dollar amount in relation to the investment
                                  performance of the Separate Account.

WITHDRAWAL CHARGE                 The charge assessed against certain
                                  withdrawals from the Contract which shall be
                                  the contingent deferred sales charge listed in
                                  the Expense Table.





<PAGE>



                                   EXPENSE TABLE


CONTRACTHOLDER TRANSACTION EXPENSES

Sales Charge Imposed on Purchases...................................NONE

   
Contingent Deferred Sales Charge
(as a percentage of Purchase Payments)*
           Less than 1 complete year since Purchase Payment.........5%
           1 complete year since Purchase Payment...................4%
           2 complete years since Purchase Payment..................3%
           3 complete years since Purchase Payment..................2%
           4 complete years since Purchase Payment..................1%
           5 or more complete years since Purchase Payment..........NONE
    

*The applicable Contingent Deferred Sales Charge, as a percentage of Purchase
Payments, is applied only against nonscheduled withdrawals from a Contract
making Annuity Payments under Annuity Option 1. The Company does not intend to
impose a sales charge which exceeds any limitation on sales expenses set by any
regulatory or governing body having jurisdiction over the Separate Account or
its sale.

SEPARATE ACCOUNT ANNUAL EXPENSES
(As a percentage of average account value)

   
Mortality and Expense Risk Fee.................................   1.20%
                                                                  -----

Total Separate Account Annual Expenses....                        1.20%


TEMPLETON STOCK FUND CLASS 1 ANNUAL EXPENSES
(As a percentage of Fund average net assets)*

Management Fees...................................................0.69%
Other Expenses  ..............                                    0.19%

Total Fund Operating Expenses. .................                  0.88%


- -------------------
*  Management  Fees and Total Fund  Operating  Expenses  have been  restated  to
reflect the management fee schedule  approved by shareholders  and effective May
1, 1997. Actual Management Fees and Total Fund Operating  Expenses before May 1,
1997 were lower. See the Stock Fund prospectus for details. 


The  purpose  of this  Expense  Table is to help  you  understand  the  costs of
investing,  directly in the Contract. The Expense Table reflects expenses of the
Separate  Account as well as the Stock Fund.  Except as noted  above,  the Stock
Fund's  operating  expenses are based on the historical  expenses for the fiscal
year ended December 31, 1997.  Actual expenses may be greater or less than those
shown.
    



<PAGE>


                                      SUMMARY

A Templeton Immediate Variable Annuity is designed to be used to distribute the
benefits of Individual Retirement Accounts (including rollovers of Individual
Retirement Accounts), qualified plans under Section 401(a), tax deferred
annuities under Section 403(b) of the Code, and to provide annuity income
benefits from non-tax qualified accumulations. The minimum Purchase Payment is
$10,000. Purchase Payments can be made until the Annuity Starting Date.

   
The  Contractholder  may select an Annuity Option which provides for the payment
of distributions  that are based on the Internal Revenue Service Life Expectancy
Tables.  Also, the  Contractholder  may select from a variety of payment options
based on the Annuitant's  life (or the life of the Annuitant and that of a Joint
Annuitant)  or for a period  certain (see "Payment  Options").  The value of the
first Annuity  Payment  depends on the amount  invested and the Annuity  Payment
option  selected  by the  Contractholder.  The  amount of each  Annuity  Payment
thereafter will fluctuate based on the performance of the underlying mutual fund
in which the Annuity  assets are invested  (see  "Templeton  Stock  Fund").  The
investment  objective of the Fund is capital growth through a flexible policy of
investing in common and preferred  stocks issued by companies,  large and small,
in various nations throughout the world.
    

The  Contracts  are sold without a sales charge;  however,  a Withdrawal  Charge
(contingent  deferred  sales charge) may be imposed on  withdrawals in excess of
scheduled Annuity Payments under Annuity Option 1 (see "Expense Table," page 5).
An Annual  Contract  Maintenance  Charge is imposed at the end of each  Contract
Year to  compensate  the  Company for  providing  administrative  services.  The
current Annual Contract Maintenance Charge is $30. The Company assesses a charge
on an annual  basis of 1.2% of  average  net assets of the  Separate  Account as
compensation for assuming  mortality and expense risks.  The Company  guarantees
that  these  charges  will  not  increase  for  Contracts  already  issued  (see
"Deductions and Charges"). Expenses of Stock Fund - Class 1 are described in its
prospectus.

Withdrawals in excess of the scheduled Annuity Payments may be made under
Annuity Option 1 under certain conditions. A Withdrawal Charge will be deducted
from any withdrawal in excess of the scheduled Annuity Payments. The maximum
amount of the Withdrawal Charge is 5% in the first Contract Year and reduces to
0% in years 6 and thereafter. Withdrawals in excess of scheduled Annuity
Payments are not permitted under Annuity Options 2, 3, 4, 5, and 6.

Any applicable state premium taxes will be deducted either from the Purchase
Payment at the time a Contract is purchased or from Annuity Payments or Annuity
Benefits, as required by the applicable taxing authority from time to time. When
applicable, the full amount of premium taxes will be borne by this Contract. The
Contract may also be charged with its proportionate share of any other taxes
levied against the Separate Account. Under qualified plans, the Contracts may
not be assigned or pledged by the Annuitant, Joint Annuitant or Beneficiary
except upon surrender of the Contract. For additional information on how to
purchase variable annuity contracts, see "Purchase of Annuities" in this
Prospectus.

The Financial Statements for the Separate Account and the Company are included
in the SAI.


<PAGE>


                          TEMPLETON FUNDS ANNUITY COMPANY

   
Templeton Funds Annuity Company (the "Company"), 100 Fountain Parkway, St.
Petersburg, Florida 33716-1205, is the sponsor of the Separate Account. The
Company was organized as a Florida corporation on January 25, 1984 and is
licensed to engage in the life insurance business in Florida and other states.
The Company is an indirect wholly-owned subsidiary of Franklin Resources, Inc.
(See "Templeton Funds Annuity Company" in the SAI for additional information.)
    

                                THE SEPARATE ACCOUNT

   
The Separate  Account was  established on November 6, 1990, by resolution of the
Board of  Directors of the Company and is  registered  with the  Securities  and
Exchange  Commission  (the  "Commission")  as  a  unit  investment  trust.  This
registration  does  not  involve  any  supervision  by  the  Commission  of  the
administration or investment practices or policies of the Separate Account or of
the Stock Fund. The Separate Account invests its assets, net of certain expenses
(see  "Deductions  and  Charges"),  exclusively  in  the  Stock  Fund.  Although
empowered  to  establish  subaccounts  which  may make  other  investments,  the
Separate Account has no present intention of so doing.
    

The Separate Account is administered and accounted for as part of the general
business of the Company, but the income and capital gains or losses from assets
allocated to the Separate Account, whether or not realized, are, in accordance
with the resolution establishing the Separate Account, credited to or charged
against those assets without regard to other income, gains or losses of the
Company. The assets of the Separate Account are not chargeable with liabilities
arising out of any other business of the Company. The obligations arising under
the Contracts are obligations of the Company.


                                TEMPLETON STOCK FUND

   
IMPORTANT NOTE: THE PREVIOUSLY  ANNOUNCED  MERGER OF TEMPLETON  VARIABLE ANNUITY
FUND (THE "VARIABLE  ANNUITY FUND") AND TEMPLETON  STOCK FUND (THE "STOCK FUND")
IS EXPECTED TO BE COMPLETED IN MAY 1998.  FROM ITS INCEPTION UNTIL THE MERGER IS
COMPLETED,  THE  SEPARATE  ACCOUNT  INVESTED  100% OF ITS ASSETS IN THE VARIABLE
ANNUITY FUND. AS A RESULT OF THE MERGER, THE SEPARATE ACCOUNT WILL RECEIVE CLASS
1 SHARES OF THE STOCK FUND EQUAL IN VALUE TO THE  VARIABLE  ANNUITY  FUND SHARES
PREVIOUSLY  OWNED BY THE SEPARATE  ACCOUNT.  AFTER THE MERGER,  ANNUITY PAYMENTS
UNDER THE CONTRACTS  WILL BE CALCULATED IN THE SAME MANNER AS EARLIER  PAYMENTS,
BUT WILL BE BASED ON THE PERFORMANCE OF THE STOCK FUND - CLASS 1.

The Stock Fund is a diversified  series of Templeton  Variable  Products  Series
Fund ("Trust"),  which is registered under the Investment Company Act of 1940 as
an  open-end  management  investment  company.  The  Trust  was  organized  as a
Massachusetts  business  trust on February  25,  1988.  The Stock Fund's Class 1
shares are used as a funding  vehicle  for the  Contracts,  as well as  variable
annuity and variable life insurance contracts issued by TFAC and other unrelated
insurance companies. The Stock Fund's investment objective is capital growth. It
invests primarily  (normally at least 65% of its assets) in common and preferred
stocks issued by companies,  large and small, in various nations  throughout the
world.  Its  Investment  Manager  is  Templeton  Investment  Counsel,  Inc.,  an
affiliate of the Company.  A prospectus  containing  more  complete  information
concerning  the  Stock  Fund  accompanies  this  Prospectus  and  should be read
carefully before purchasing an Annuity.
    

The following is a graph showing how the Annuity Payments can fluctuate based on
past investment  performance  through  December 31, 1997 of the Variable Annuity
Fund. The Separate  Account invested in the Variable Annuity Fund from inception
and until the  merger of the  Variable  Annuity  Fund with the Stock Fund in May
1998.  The graph shows the effect that the Variable  Annuity  Fund's  investment
performance would have had if a Contract with an Assumed Annual Interest Rate of
5%,  providing an initial  monthly Annuity Payment of $500, was purchased on the
date the Variable Annuity Fund commenced  operations.  Annuity Payments increase
for a given month if the  annualized net rate of return for that month is higher
than the Assumed  Annual Rate of Return,  and  decrease for a given month if the
annualized  net rate of return is lower than the Assumed  Annual Rate of Return.
The Purchase  Payment  necessary for an initial  monthly Annuity Payment of $500
will vary depending on the age and sex of the Annuitant (and Joint Annuitant, if
any), the Annuity  Option,  and the Annuity  Starting Date. The graph takes into
account all charges under the Contract and the actual expenses of the Stock Fund
except the Annual Contract Maintenance Charge of $30 and the Contingent Deferred
Sales Charge  (which  applies only to  nonscheduled  withdrawals  under  Annuity
Option 1).

Past  performance of the Variable  Annuity Fund is not indicative of the past or
future  performance  of the Stock Fund.  In  addition,  while the Stock Fund and
Variable  Annuity  Fund  have  had  the  same  investment  objectives,   similar
investment policies and the same Investment Manager, the Stock Fund's size, cash
flows,  expenses  and  investments  held will differ from those of the  Variable
Annuity Fund.  Accordingly,  no representation  can be made that the performance
shown in the graph can be achieved for any period of time in the future.

           [GRAPHIC MATERIAL 1 OMITTED -- SEE APPENDIX FOLLOWING PART A]



                               PURCHASE OF ANNUITIES


Persons desiring to purchase a Contract must send a completed application and an
initial Purchase Payment to the Company. If the application can be accepted in
the form received, the Purchase Payment will be credited to the Contract within
two Business Days after receipt. If the Purchase Payment cannot be credited
within five Business Days after receipt because the application is incomplete,
the Company will contact the Applicant to explain the reason for the delay. The
Company will immediately return the initial Purchase Payment unless the
Applicant specifically directs the Company to retain the initial Purchase
Payment until the application is complete to the satisfaction of the Company.
The Company reserves the right to accept or reject any application at its sole
discretion. The Contracts are non-participating and, therefore, do not share in
any profits of the Company. The Contracts may be modified by the Company in
order to maintain compliance with applicable state and federal law.
The Contracts are offered on a continuous basis.


The minimum initial Purchase Payment is $10,000. Additional Purchase Payments
may be made until the Annuity Starting Date. Within 10 days of receipt of the
Contract by the Contractholder, the Contract may be returned by delivering or
mailing it to the Company and a refund will be made. Certain states may permit
the Contractholder more than 10 days to return the Contract. Within seven days
of receipt of the Contract and a written notice by the Contractholder, the
Company will issue a refund. Unless applicable law requires a refund equal to
the Purchase Payments, the Company will refund the value of the Contract
computed at the end of the Valuation Period during which the Contract is
received by the Company. No Withdrawal Charges will be assessed in this event.

The amount of the initial Annuity Payment will be determined on the 10th
Business Day prior to the Initial Payment Date specified in the application. If
the completed application and the Purchase Payment are received by the Company
before the Business Day on which the Company determines such Initial Annuity
Payment, the Purchase Payment will be allocated to the Separate Account for the
purchase of TIVA Units until the next following Annuity Starting Date prior to
the day of the month of the Initial Payment Date specified in the application.
At that time, the TIVA Units will be applied under the Annuity Option selected
as TIVA Units or converted to Annuity Units. The number of TIVA Units credited
to the Separate Account as a result of a Net Purchase Payment is determined by
dividing the Net Purchase Payment allocated to the Separate Account by the TIVA
Unit value next computed for the Separate Account following the allocation of
the Net Purchase Payment to the Separate Account. A TIVA Unit is an accounting
measure used to determine a Contract's proportionate share of the Separate
Account. The value of a TIVA Unit was established at $1.00 for the first
Valuation Date of the Separate Account. After that date, the value of a TIVA
Unit increases or decreases in proportion to the net investment return of the
Separate Account. An Annuity Unit is an accounting measure used to calculate
Annuity Payments and Annuity Benefits under one or more of Annuity Options 2, 3,
4, 5, and 6. When an Annuitant selects one or more of Annuity Options 2, 3, 4,
5, or 6, the required TIVA Units credited to the Contract are converted to
Annuity Units. Thus, an increase or decrease in the value of a TIVA Unit will
have a positive or negative impact on the value of the Annuity Unit.

The Contracts are issued after the Company has accepted a completed application
and the initial Purchase Payment. The Contractholder may select an Annuity
Starting Date that is no later than 12 months after the date the Contract is
issued by the Company.

                                   THE ANNUITIES

A Templeton Immediate Variable Annuity is designed to be used to distribute the
benefits of Individual Retirement Accounts (including rollovers of Individual
Retirement Accounts), qualified plans under Section 401(a) of the Code, tax
deferred annuities under Section 403(b), and to provide annuity income benefits
from non-tax qualified accumulations. The minimum Purchase Payment is $10,000.
Purchase Payments can be made until the Annuity Starting Date. The
Contractholder may select a combination of Annuity Options from those shown
below and allocate parts of the Net Purchase Payment to each option selected.
The Contractholder must select at least one Annuity Option. An application will
not be accepted if no Annuity Option is selected.

   
Benefits  payable  under  the  Annuities  will  vary  in  amount  based  on  the
performance of the Stock Fund's Class 1 shares. However,  because the Stock Fund
in which the assets used to purchase  the Annuity  are  invested  fluctuates  in
value daily,  there can be no guarantee  that the remaining  value of an Annuity
(net of deductions and charges) together with any Annuity Payments already made,
will at any given  time  exceed  or even  equal  the  amount  of assets  used to
purchase the Annuity.  Also, the Assumed Annual  Interest Rate is a fulcrum rate
and is used only to  determine  the first  Annuity  Payment.  The actual  annual
interest rate will fluctuate to reflect whether the investment experience of the
Stock Fund is greater than or less than the Assumed Annual Interest Rate.
    

PAYMENT OPTIONS

The Annuity Options available under the Contract are as follows:

         Annuity Option 1--Life Expectancy Annuity--An Annuity payable monthly,
         quarterly or annually which is calculated by dividing the Separate
         Account Contract Value by the recalculated life expectancy of the
         Annuitant or the joint life expectancy of the Annuitant and a Joint
         Annuitant each year (see Annuity Tables, Appendix A). Life expectancies
         are determined in accordance with Publication 575 of the Internal
         Revenue Service (the "IRS"). Net Purchase Payments will be used to
         acquire TIVA Units, which will then be redeemed to pay the Annuity
         Option 1 Annuity Payments.

         Annuity Option 2--Life Annuity--An Annuity payable monthly during the
         lifetime of the Annuitant. The Annuity will stop with the last Annuity
         Payment due prior to the death of the Annuitant. Only one Annuity
         Payment would be made under this Annuity Option if the Annuitant dies
         before the second Annuity Payment is due; only two Annuity Payments
         would be made if the Annuitant dies before the third Annuity Payment is
         due, etc.

         Annuity Option 3--Life Annuity with 60, 120 or 180 Monthly Payments
         Guaranteed--An Annuity payable monthly during the lifetime of an
         Annuitant with a guarantee that if, at the death of the Annuitant,
         Annuity Payments have been made for less than 60, 120 or 180 months, as
         elected, then Annuity Payments will be continued thereafter, to a
         Beneficiary designated by the Contractholder during the remainder of
         the period.

         Annuity Option 4--Joint and Last Survivor Annuity--An Annuity payable
         monthly during the joint lifetime of the Annuitant and a designated
         Joint Annuitant. Upon the death of the Annuitant, Annuity Payments will
         be made to the Joint Annuitant during the Joint Annuitant's remaining
         lifetime at a level of 100%, 75% or 50% of the original level, as
         elected by the Contractholder. This percentage is selected by the
         Contractholder in the application. Under this Annuity Option, only one
         Annuity Payment would be made if both the Annuitant and the Joint
         Annuitant die before the second Annuity Payment is due; only two
         Annuity Payments would be made if they both die before the third
         Annuity Payment is due, etc.

         Annuity Option 5--Joint and Last Survivor Annuity with 60, 120 or 180
         Monthly Payments Guaranteed--An Annuity payable monthly during the
         joint lifetime of an Annuitant and a Joint Annuitant with no reduction
         in amount after the death of the Annuitant and with a guarantee that
         if, at the later death of either the Annuitant or the Joint Annuitant,
         Annuity Payments have been made for less than 60, 120 or 180 months as
         elected, then Annuity Payments will be continued thereafter to a
         Beneficiary designated by the Contractholder during the remainder of
         said period.

         Annuity Option 6--Unit Refund Life Annuity--An Annuity payable monthly
         during the lifetime of an Annuitant, ceasing with the last Annuity
         Payment due prior to the death of the Annuitant with a guarantee that,
         at the death of the Annuitant, the Beneficiary will receive in one sum
         the then dollar value of the number of Annuity Units equal to (1) the
         total net amount applied to purchase the Annuity divided by the Annuity
         Unit value used to determine the first Annuity Payment, minus (2) the
         product of the number of the Annuity Units represented by each payment
         and the number of payments made. No payment will be made if the
         difference of (1) minus (2) is negative.

Under Annuity Options 2 through 6, the first Annuity Payment for payments on a
monthly basis is determined on the basis of the Mortality Table and Interest
Rate Assumed in the Contract, and on the Annuity Option(s) specified in the
application (see Annuity Tables, Appendix A).

Other payment options may be arranged subject to prior approval by the Company.
All Annuity Payments will be made monthly, unless an arrangement is made with
the Company for less frequent payments.

Converting from Annuity Option 1.

If Annuity Payments are being made under Annuity Option 1, the Contractholder
may elect to convert all or a portion from Annuity Option 1 and have the
remaining Annuity Payments made under any of Annuity Options 2, 3, 4, 5 and 6.
In the case of the conversion of a Qualified Contract to Annuity Options 3 or 5
with guaranteed payments, the period during which the guaranteed payments will
be paid under the option selected may not exceed the Annuitant's life expectancy
(or Annuitant's and Joint Annuitant's joint life expectancy), determined under
Publication 575, as of the date of the conversion. This restriction does not
apply to nonqualified plans.

See "Tax Information--Internal Revenue Code Limitations on Qualified Contracts,"
regarding limitations and other requirements which should be considered when
selecting a payment option. Availability of certain options may be limited to
comply with provisions of the Internal Revenue Code.

Nonscheduled Withdrawals Under Annuity Option 1.

At any time that Annuity Payments under the Contract are being made under
Annuity Option 1, the Contractholder may terminate the Contract or withdraw a
portion of the Separate Account Contract Value in addition to scheduled Annuity
Payments. Withdrawal Charges may apply to these nonscheduled withdrawals. The
request for termination or withdrawal must be sent to the Company's Home Office
in writing. Nonscheduled withdrawals will only be permitted in amounts of $1,000
or more.

The amount of the Withdrawal Charge will be the result of multiplying 1 by 2
below:

        1. The nonscheduled withdrawal amount.

        2. The appropriate Withdrawal Charge factor from the following Schedule:

                   Age of Purchase Payment in Complete Years

            0          1          2            3         4          5 or more
            -          -          -            -         -          ---------

Withdrawal  5%         4%         3%           2%        1%         0%
Charge
to be Applied

The amount paid will be the nonscheduled withdrawal amount less the Withdrawal
Charge, calculated on a first-in, first-out basis.

The Separate Account Contract Value will be reduced by the nonscheduled
withdrawal amount which will reduce the amount available to make subsequent
Annuity Payments. Thus, Annuity Payments in subsequent years will be lower in
amount. Nonscheduled withdrawals may also reduce the Separate Account Contract
Value to zero. In that event, no further Annuity Payments would be made and the
Contract would terminate.

DEATH BENEFIT

In the event the Annuitant and any Joint Annuitant die before the Annuity
Starting Date under all Annuity Options, or if the Annuitant and any Joint
Annuitant die at any time when Annuity Option 1 is in effect, the Company will
pay a death benefit to the Beneficiary upon receipt of due proof of death. The
death benefit will be the greater of 1 or 2 below if the age, last birthday, of
the last to die of the Annuitant or any Joint Annuitant was 75 or younger at the
time of death:

1. The Separate Account Contract Value.

2. The amount of Net Purchase Payment(s) received by the Company for the
Contract, minus the total of all benefits paid under the Contract.

If the age, last birthday, of the last to die of the Annuitant or any Joint
Annuitant was more than 75 as of the date of death, the death benefit will be
the Separate Account Contract Value reduced by the Withdrawal Charge applicable
to a nonscheduled withdrawal based on the age of the Purchase Payments in
complete years at such date.

The death benefit under Annuity Option 1 will be payable in a lump sum cash
payment. However, the Beneficiary under a Nonqualified Contract (or a
Beneficiary under a Qualified Contract where the death of the Annuitant and the
death of Joint Annuitant occurs before the Annuity Starting Date) within 60 days
after the date that due proof of death is provided, may elect, in writing, in
lieu of a cash payment to have the death benefit paid under a method of
settlement set out in Annuity Options 2, 3 or 6 for the Beneficiary's life.
Other methods of settlement may also be made available upon prior approval by
the Company. Optional methods of settlement may be limited by applicable law.

Upon payment of the death benefit, the Contract will cease to be in force.

In the event of the death of the Annuitant and any Joint Annuitant after the
Annuity Starting Date where Annuity Options 2, 3, 4, 5 or 6 are in effect, the
death benefit, if any, will be payable under the particular option. For example,
if Annuity Option 2 or 4 has been selected, there will be no death benefit.
Where Annuity Option 3 or 5 has been selected, the Annuity Payment will continue
to the Beneficiary for the remainder of the guaranteed period selected.

BENEFICIARIES

The Contractholder may designate a Beneficiary or Beneficiaries to receive any
remaining payments or sums which may become payable upon the last death of the
Annuitant and the Joint Annuitant. A Contractholder may also designate one or
more contingent Beneficiaries to receive Annuity Benefits in the event all
Beneficiaries die before all Annuity Benefits payable to such Beneficiaries have
been paid. These designations may be changed by the Contractholder from time to
time.

Unless otherwise provided in the application, any amount payable after the death
of the Annuitant and any Joint Annuitant will be payable in equal shares to such
Beneficiaries as are then living. If no Beneficiary is then living, payment will
be made in equal shares to such Contingent Beneficiaries as are then living. If
no Beneficiary or Contingent Beneficiary is then living, payment will be made to
the estate of the Annuitant. Designation of Beneficiaries under a Qualified
Contract purchased under a Section 401(a) or 403(b) plan may be limited.

ANNUITY PAYMENTS

In the case of a Qualified Contract where Annuity Option 1 is selected, any
Annuitant who is age 70 1/2 or older in the year of purchase must withdraw the
minimum distributions required for such year(s) prior to the purchase of the
Contract.

Where Annuity Option 1 is selected and if the Annuity Starting Date is before
the December 31st which follows purchase of the Contract, the Annuity Payments
for the balance of the calendar year will be the result of dividing the Separate
Account Contract Value on the Annuity Starting Date by the life expectancy of
the Annuitant and any Joint Annuitant. For example, if the Contract is purchased
on August 31, 1997 and the Initial Payment Date is October 1, 1997, and if
monthly payments are selected, each monthly payment in 1997 will be the result
of the Separate Account Contract Value as of the Annuity Starting Date, divided
by the applicable life expectancy, divided by 12. At this time and each time an
Annuity Payment is paid subsequently, the Separate Account Contract Value will
be decreased by the amount of TIVA Units redeemed to pay the Annuity Payment.
The Separate Account Contract Value may also be reduced by the amount of any
applicable Taxes for which no previous deduction has been made. Subsequent
Annuity Payments will be paid on the same day of each succeeding Annuity Payment
interval throughout the Annuitant's lifetime or the lifetime of the Annuitant
and the Joint Annuitant until the total Separate Account Contract Value has been
paid. The Annuity Payments in subsequent years under Annuity Option 1 will be
equal to the remaining Separate Account Contract Value on the December 31
preceding each such year divided by the then appropriate life expectancy or
joint life expectancy.

The first payment under any of Annuity Options 2, 3, 4, 5 and 6 will be
determined in accordance with the annuity payment rate based on a 5% Assumed
Annual Interest Rate (unless the Company also offers an alternative assumed
interest rate and the alternative rate is selected). No purchase of an Annuity
will be effected until the Company has received proof acceptable to it of the
birth date of the Annuitant and any Joint Annuitant. Once elected, all options
except Annuity Option 1 are irrevocable. Any Annuity Option elected as a
conversion from Annuity Option 1, once elected, is irrevocable. The amount of
each payment depends upon the Annuity Option or Option(s) chosen and the
Annuitant's and any Joint Annuitant's actual age at the time the first payment
is due. "Actual age," as used above, means actual age to the nearest month on
the Annuity Starting Date.

Under Annuity Options 2 through 6 the first Annuity Payment is calculated as
provided in the Contract and shown on Contract Schedule 1. The first Annuity
Payment is then divided by the then current value of an Annuity Unit (see below)
to determine the fixed number of Annuity Units used to calculate each subsequent
Annuity Payment. Thereafter, each Annuity Payment is calculated by multiplying
the fixed number of Annuity Units, as determined above, by the current Annuity
Unit value, less any applicable Taxes. Since the value of an Annuity Unit will
fluctuate from month to month, the amount of each Annuity Payment may also be
expected to fluctuate. However, the Company guarantees that the Periodic Charge
will not be changed for any Annuity once issued. (See "Deductions and Charges.")

ANNUITY UNITS

The value of an Annuity Unit was initially set at $1.00 upon commencement of the
Separate Account's operations. The value of an Annuity Unit is thereafter
determined as follows on each Annuity Payment date:

First:  The net  investment  factor is  determined  by  dividing  (a) by (b)
and adding (c) to the result, where:

                  (a) is the net increase or decrease in the Net Asset Value per
                  Class 1 share of the Stock Fund, plus the per share amount of
                  any dividend or capital gain distribution paid or deemed paid
                  by the Stock Fund on its Class 1 shares since the preceding
                  Annuity Payment date, plus
                  or minus a per share charge or credit for any Taxes incurred
                  by or reserved for in the Separate Account as of the end of
                  the current Annuity Payment date which the Company determines
                  to have resulted from maintenance of the Separate Account;

                  (b) is the Net Asset Value per Class 1 share of the Stock Fund
                  on the preceding Annuity Payment date, plus or minus a per
                  share charge or credit for any Taxes incurred by or reserved
                  for in the Separate Account as of the end of the immediately
                  preceding Annuity Payment date which the Company determines to
                  have resulted from maintenance of the Separate Account;

                  (c) is the net result of 1.000, less the Valuation Period
                  Deduction Charge for the charge to the Separate Account (see
                  "Deductions and Charges").

The net investment  factor may be more or less than one. As explained above (see
"Templeton Stock Fund"),  after completion of the merger of the Variable Annuity
Fund with the Stock Fund, the change in value of the Stock Fund's Class 1 shares
will be used to determine the Annuity Unit Value.

Second: An Annuity Unit value for an Annuity Payment date is equal to:

                  (a) the value of the Annuity Unit on the immediately
                  preceding Annuity Payment date;

                  (b) multiplied by the net investment factor for the period
                  from the preceding Annuity Payment date ending on the current
                  Annuity Payment date; and

                  (c) divided by the Assumed Net Investment Factor for that
                  period.

The assumed net investment factor is equal to one plus the Assumed Annual
Interest Rate used in determining the basis for purchase of Annuities, adjusted
to reflect the performance of the Separate Account during the particular
valuation period. For example, using the 5% Assumed Annual Interest Rate, the
assumed net investment factor for a one-year valuation period would be 1.05. For
a one-day valuation period, the assumed net investment factor would be 1.000133.
The value of an Annuity Unit will increase only when the actual investment
results of the Separate Account exceeds the Assumed Annual Interest Rate. If
actual results are less than the Assumed Annual Interest Rate, the value of an
Annuity Unit will decrease.

The value of an Annuity Unit as of any date other than a given Annuity Payment
date is equal to its value on the next succeeding Annuity Payment date.

VALUE OF THE SEPARATE ACCOUNT

The value of the Separate Account on an Annuity Payment date is equal to (a) its
value on the previous  Annuity Payment date, less (b) the Periodic  Charge,  the
Administration  Fee and Taxes for the period since the preceding Annuity Payment
date (see "Deductions and Charges"),  less (c) Annuity Benefits and nonscheduled
withdrawals  paid since the  previous  Annuity  Payment  date,  plus (d) net new
contributions,  plus (e) any dividend or capital  gains  distributions  paid and
reinvested  for the  Separate  Account  by the Stock Fund - Class 1, and plus or
minus (f) the  increase or  decrease in the Net Asset Value of the Stock  Fund's
Class 1 shares since the preceding Annuity Payment date.

DELAYS IN VALUATION AND PAYMENT

The determination of Net Asset Value, Annuity Unit value or life expectancy
Annuity Unit value and making of payments under the Annuities may be suspended
or delayed:

         (a) for any period (i) during which the New York Stock Exchange is
         closed other than customary weekend and holiday closings or (ii) during
         which trading on the New York Stock Exchange is restricted;

         (b) for any period during which an emergency exists (as determined in
         accordance with any applicable regulatory requirements) as a result of
         which (i) disposal by the Separate Account or the Stock Fund of
         securities owned by it is not reasonably practicable or (ii) it is not
         reasonably practicable for the Separate Account or the Stock Fund
         fairly to determine the value of its net assets; or

         (c) for such other periods as the Commission may by order permit for
         the protection of Contractholders, Annuitants, Joint Annuitants and/or
         Beneficiaries.

                               DEDUCTIONS AND CHARGES

Any applicable state premium taxes and other taxes will be deducted either from
the initial Purchase Payment at the time an Annuity is purchased or from Annuity
Payments or Annuity Benefits, as required by applicable law from time to time.
Premium taxes on Contracts, when imposed, range from a minimum of 0.5% to a
maximum of 3.5%.

The Company assesses a Periodic Charge against the Separate Account, equal on an
annual basis to 1.2% of Separate Account assets. The Periodic Charge, in the
following amounts, compensates the Company for assuming the risks that mortality
experience will be lower than the rate assumed and that expenses will be greater
than what is assumed: 0.6% of average annual net assets to cover mortality risk
and 0.6% to cover the expense risk. The Periodic Charge is guaranteed as to
Annuities issued prior to the effective date of any change in the Periodic
Charge.

If the charges for mortality and expense risks are insufficient to cover the
actual costs of these items, the Company will bear the loss. Conversely, if such
charges prove to be more than sufficient, the Company will profit. To the extent
this charge results in a profit to the Company, such profit will be available
for use by the Company for, among other things, the payment of distribution,
sales, and other expenses.

The Company may also levy a charge against the Separate Account to reimburse the
Company for the amount of any tax liability paid or reserved by the Company that
results from the maintenance of the Separate Account.

The Contracts are sold without a sales charge. However, a Withdrawal Charge
(contingent deferred sales charge) may be imposed on withdrawals in excess of
the scheduled Annuity Payments under Annuity Option 1 (see "Expense Table," page
5).

For expenses  borne by the Stock Fund - Class 1, see the current  prospectus  of
the Stock Fund.

                                  TAX INFORMATION

INTERNAL REVENUE CODE LIMITATIONS ON QUALIFIED CONTRACTS

The availability or terms of any payment option may be modified or restricted to
the extent necessary to comply with U.S. Treasury Regulations covering
permissible distributions from qualified retirement plans. In addition, persons
contemplating the purchase of an Annuity should refer to the terms of their plan
for any limitation or restrictions regarding the form or commencement date of
benefits. In general, federal tax law requires that (1) distribution of the
entire Individual Retirement Account must be made by April 1 of the year after
the year in which the Annuitant attains age 70 1/2 or (2) distribution must
commence by such date. If distributions are commenced by such date, they must be
(a) over the life of the Annuitant or the lives of the Annuitant and any Joint
Annuitant or (b) over a period that does not exceed the life expectancy of the
Annuitant or the joint life expectancy of the Annuitant and any Joint Annuitant.
If the minimum distribution is not made, a 50% nondeductible excise tax is
imposed on the amount not distributed. The Annuity Options under the Contract
are designed to allow the Annuity Payments to comply with these distribution
rules. However, certain Annuity Options may not be available, depending on the
Annuity Option selected and the age of a non-spouse Joint Annuitant.
Restrictions on these Annuity Options include the following:

         Annuity Option 1. If the Joint Annuitant is not the Annuitant's spouse,
         special rules apply in calculating the joint life expectancy.

         Annuity Options 3 or 5. The guaranteed payment period may not exceed
         the life expectancy of the Annuitant (or joint life expectancy of the
         Annuitant and Joint Annuitant) at the time of selection of such Annuity
         Option (whether on original application or conversion from Annuity
         Option 1).

         Annuity Option 4. If the Joint Annuitant is not the Annuitant's spouse,
         the 100% Annuity Option is available only if the Annuitant is no more
         than 10 years older than the Joint Annuitant. If the Annuitant is 10-19
         years older than the non-spouse Joint Annuitant only the 75% and 50%
         Annuity Options are available. Only the 50% Annuity Option is available
         if the Annuitant is more than 19 years older than the non-spouse Joint
         Annuitant.

         Annuity Option 5. Annuity Option 5 is not available if the Joint
         Annuitant is not the Annuitant's spouse and the Annuitant is more than
         10 years older than the Joint Annuitant.

FEDERAL INCOME TAX STATUS

The following discussion is general in nature and is not intended as tax advice.
Each person concerned should consult a competent tax adviser. The discussion is
based on the Company's understanding of current federal income tax laws as they
are currently interpreted by the Internal Revenue Service "IRS". No
representation is made regarding the likelihood that either the particular laws
or their interpretation will continue. No attempt is made to consider any state
or other tax laws which may be applicable.

      (A) FEDERAL TAX STATUS OF THE COMPANY AND THE SEPARATE ACCOUNT

General: The Company is taxed as a life insurance company under Part I,
Subchapter L of the Code. Because the Separate Account is not a separate entity
from the Company for purposes of the Code, the Company will be liable for any
federal income taxes which become payable with respect to the income of the
Separate Account. Under current law, no item of dividend income, interest income
or realized capital gain attributable, at a minimum, to appreciation after
January 1, 1985, of the Separate Account will be taxed to the Company to the
extent it is applied to increase reserves under the Contracts.

Under the principles set forth in IRS Revenue Ruling 81-225 and Section 817(h)
of the Code and regulations thereunder, the Company believes that the Company
will be treated as owner of the assets invested in the Separate Account for
federal income tax purposes, with the result that earnings and gains, if any,
derived from those assets will not be included in an Annuitant's gross income
until amounts are received pursuant to an Annuity.

   
The Stock Fund will be required  to adhere to  regulations  adopted  pursuant to
Section 817(h) of the Code prescribing  asset  diversification  requirements for
investment  companies  whose  shares  are  sold to  insurance  company  separate
accounts funding variable annuity contracts.  Pursuant to these regulations,  on
the last day of each  calendar  quarter no more than 55% of the total  assets of
the Stock Fund may be represented by securities of any one issuer,  no more than
70% may be represented  by securities of any two issuers,  nor more than 80% may
be represented  by securities of any three issuers,  and no more than 90% may be
represented by securities of any four issuers.  For this purpose, in the case of
U.S.  government  securities,  each U.S. government agency or instrumentality is
treated as a separate issuer.  Any security issued,  guaranteed,  or insured (to
the extent so guaranteed or insured) by the United States or an  instrumentality
of the United States is treated as a U.S. government security.
    

      (B) FEDERAL TAX STATUS OF ANNUITANTS

The Annuities are designed to distribute the benefits of Individual Retirement
Accounts or Annuities under Section 408, qualified retirement plans under
Section 401(a), tax sheltered annuities under Section 403(b), and for
Nonqualified Contracts. The tax rules applicable to participants in such
qualified plans who purchase the contract vary according to the type of plan and
the terms and conditions of the plan itself. Therefore, this discussion is
designed to provide only general information about the use of the Annuity in
connection with the various types of plans. Participants in plans are cautioned
that the rights of any person to any benefits under the plans may be subject to
the terms and conditions of such plan regardless of the terms and conditions of
the Contract.

The Company believes that the Annuitant is not subject to federal income tax on
increases in Annuity value until payments are received under the Annuity. This
rule would not apply to certain Nonqualified Contracts where the Annuitant is
not the Contractholder. Federal income taxation of Annuity Payments and Annuity
Benefits is determined under Section 72 of the Code. Section 72 provides, in
general, that the portion of each Annuity Payment which represents the
Annuitant's "Investment" in the Annuity is excluded from gross income for income
tax purposes. ("Investment" refers generally to contributions that were not
deductible or excludable from income when made.) If the Annuity is purchased
entirely with assets which were excludable from the Annuitant's income, the
"Investment" by the Annuitant will be deemed to be zero and distributions will
be fully taxable as payments are received. To the extent an Annuity is purchased
with contributions that were subject to income tax when made to such a plan
(such as an Individual Retirement Account where nondeductible contributions were
made), proportional amounts of each Annuity Payment may be excluded from gross
income for income tax purposes up to the aggregate amount of such contributions.

Once the excludable portion of Annuity Payments equals the investment in the
Contract, the balance of the Annuity Payments will be fully taxable. If Annuity
Option 1 is selected and nonscheduled withdrawals are made, such payments, if
from a Nonqualified Contract, are taxable to the extent that the value of the
Contract exceeds the investment in the Contract.

To the extent that nondeductible contributions were made to an Individual
Retirement Account or Annuity, a portion of any nonscheduled withdrawal
(determined in accordance with Form 8606, filed with the Annuitant's federal
income tax return) from such Qualified Contract will be excluded from income.

The taxable portion of distributions to an Annuitant from a Nonqualified
Contract prior to age 59 1/2 are generally subject to a 10% early distribution
tax. Exceptions are available for substantially equal periodic payments made for
the life of the Annuitant or the joint lives of the Annuitant and Joint
Annuitant. Some of the Annuity Options available under the Contract would
satisfy this exception. Also, distributions from a Qualified Contract prior to
age 59 1/2 are generally subject to a 10% early distribution tax in addition to
regular income tax. An exception exists for distributions which are a part of a
series of payments over the life (or life expectancy) of the Annuitant and Joint
Annuitant. Under current law, distributions under Annuity Options 1 through 6
should qualify for the exception. However, the Annuitant should consult tax
counsel concerning the availability of the exception. If the early distribution
tax does not apply as a result of the periodic distribution exception for
distributions prior to age 59 1/2, and if the series of payments is subsequently
modified, the tax for the year when the modification occurs will be increased by
an amount equal to the tax that would have been imposed but for the exception,
plus interest, if the modification takes place before the later of (a) the date
the taxpayer attains age 59 1/2 or (b) the date which is five years from the
date of the first payment. A modification would occur, for instance, in the
event of a nonscheduled withdrawal or a conversion from Annuity Option 1 to
another Annuity Option. This recapture provision does not apply for
distributions upon death or disability.

      (C) RESTRICTIONS ON DISTRIBUTIONS UNDER 403(B) PLANS

Distributions attributable to contributions made pursuant to a salary reduction
agreement under a 403(b) plan may be paid only (a) after the Annuitant attains
age 59 1/2, separates from service, dies or becomes disabled, or (b) in case of
hardship. Therefore, one of these exceptions must exist before the Annuity
Starting Date.

      (D) ROLLOVERS AND DIRECT ROLLOVERS

An individual receiving an eligible rollover distribution from a qualified
retirement plan under Section 401(a) or tax sheltered annuity under Section
403(b) may elect a direct rollover into an Individual Retirement Account or
Annuity (or into another 401(a) plan or 403(b) annuity, respectively) and avoid
current taxation on the amount of the direct rollover. If a direct rollover is
not selected, an eligible rollover distribution is made to the individual and is
subject to a 20% mandatory income tax withholding (see (E) below). The
individual may still avoid current taxation by rolling over the taxable portion
of the eligible rollover distribution(including any tax withheld) into an
Individual Retirement Account or Annuity (or into another 401(a) plan or 403(b)
annuity) within 60 days of receipt.

Rollovers may also be made from Individual Retirement Account or Annuity
distributions. Such rollovers must be made within 60 days of receipt and are
limited to one per year. A rollover may not include the amount necessary to meet
the minimum distribution requirement for a particular year.

      (E) WITHHOLDING

               MANDATORY WITHHOLDING.

Nonscheduled payments under Annuity Option 1 from a Section 401(a) or Section
403(b) plan will generally be treated as eligible rollover distributions, and
therefore will be subject to a 20% mandatory income tax withholding unless a
direct rollover to another plan or individual retirement arrangement is
selected.

The 20% mandatory income tax withholding does not apply to distributions from
Individual Retirement Accounts or Annuities.

               ELECTIVE WITHHOLDING.

With respect to payments from a Contract purchased under a 401(a) plan or a
403(b) annuity other than nonscheduled withdrawals under Annuity Option 1, and
with respect to all payments from an Individual Retirement Account, income tax
withholding is required unless the recipient makes an election not to have
federal income tax withheld from such payments. This election is revocable by
the recipient at any time.

The withholding rate, as determined from the recipient's withholding
certificate, will be applied against the taxable portion of each Annuity
Payment. If no withholding certificate is filed with the Company, tax will be
withheld from Annuity Payments and Annuity Benefits on the basis that the Payee
is married with three withholding exemptions.

Persons who elect not to have withholding made are nonetheless liable for
federal income tax on the Annuity Payments and Annuity Benefits received by them
and may become subject to penalties under the estimated tax payment rules if
withholding and estimated tax payments are not sufficient.

      (F) INCOME TAXATION OF DEATH BENEFITS.

Upon the death of the Annuitant and any Joint Annuitant, remaining Annuity
Payments, if any, under the Annuity Option selected, or the death benefit
payable under Annuity Option 1, will be taxable to the Beneficiary, except that
any remaining investment in the Contract of the Annuitant will be assumed by the
Beneficiary. A lump sum distribution of the balance under Annuity Option 1 may
not be rolled into the Beneficiary's Individual Retirement Account or Annuity.

                        SALES OF VARIABLE ANNUITY CONTRACTS

The distributor of the Contracts is Franklin Templeton Distributors, Inc.
("FTD"). FTD is an affiliate of the Company and is an indirect wholly-owned
subsidiary of Franklin Resources, Inc. Contracts will be sold through
broker-dealers registered under the Securities Exchange Act of 1934, whose
representatives are authorized by applicable law to sell Contracts under terms
of agreement provided by FTD and terms of agreement provided by the Company. For
services it renders the Company pays FTD or such other person if required under
applicable law, an amount up to 5% of the Purchase Payments under the Contracts.
In addition, the Company will reimburse FTD for sales related expenses. The
Company through FTD or such other person, pays dealers who sell Contracts an
amount up to 5% of the Purchase Payments under the Contracts. The amounts paid
by the Company are not deducted from the Purchase Payments. Deductions for
Withdrawal Charges (as described in the "Expense Table") may be used to
reimburse the Company for commission payments to broker-dealers.

                                   VOTING RIGHTS

   
In accordance with its view of present applicable law, the Company will vote the
Class 1 shares  of the  Stock  Fund  held in the  Separate  Account  at  special
meetings of the  shareholders of the Stock Fund in accordance with  instructions
received  from persons  having a voting  interest in the Separate  Account.  The
Company  understands  that  under  present  applicable  law,  persons  currently
receiving payments under an Annuity have such voting interest.  The Company will
vote shares for which it has not received instructions in the same proportion as
it votes shares for which it has received instructions.

The number of votes which a person has a right to instruct will be determined by
dividing the reserve for the applicable  Annuity in the Separate  Account by the
Net Asset Value per Class 1 share of the Stock Fund.  Such number of shares will
be determined as of a date  coincident  with the date  established  by the Stock
Fund for determining  shareholders  eligible to vote at the meeting of the Stock
Fund,  which  shall not be more than 90 days  prior to any  meeting of the Stock
Fund. Voting instructions will be solicited by written communication at least 14
days prior to such meeting.  The votes  attributable to each Annuity decrease as
reserves allocated to that Annuity decrease.
    


                    SUBSTITUTION OF SECURITIES AND OTHER CHANGES

   
If the Class 1 shares  of the Stock  Fund  should  no  longer be  available  for
investment by the Separate  Account or if, in the Company's sole  discretion the
Company   determines  to  discontinue  such  funding  option,  the  Company  may
substitute shares of another mutual fund or other investment vehicle for Class 1
shares of the Stock Fund  already  purchased  or to be  purchased  in the future
under the Annuities.  No substitution of securities may take place without prior
approval of the  Securities  and Exchange  Commission  in  accordance  with such
requirements  as it may impose,  without notice to or approval by persons having
voting  interest,   or  without   complying  with  filing  or  other  procedures
established by applicable state insurance regulators.

At the Company's  election and subject to any necessary  vote by persons  having
the right to give  instructions with respect to the voting of Stock Fund Class 1
shares,  the Separate Account may be operated as a management  company under the
Investment  Company  Act of 1940 or in any other  permitted  form,  or it may be
deregistered under the Act in the event registration is no longer required.  The
Company  also  reserves the right to add or delete  other  separate  accounts or
subaccounts of the Separate Account;  to combine the Separate Account with other
separate accounts and to combine one or more subaccounts; or their successors or
assigns; to add or delete mutual funds, other investment vehicles,  or series of
either as  investments  for a separate  account or  subaccounts;  to add a fixed
account  providing  for the  provision of Annuity  Benefits out of the Company's
General Account; and to split or combine the value of the Annuity Units provided
such action has no material effect on benefits or other  provisions of Annuities
previously issued under the Contracts.
    

Upon notice to the person(s) currently receiving payments under an Annuity, the
Contracts or an Annuity may be modified by the Company, but only if such
modification: (1) is necessary to make the Contracts and/or the Annuities comply
with any law or regulation issued by a governmental agency to which the Company,
the Separate Account, the Contracts and/or an Annuity are subject; or (2) is
necessary to assure continued qualification of the Contracts or the Annuities
under the Internal Revenue Code or other applicable federal or state laws
relating to annuity contracts, deferred compensation plans, pension or profit
sharing plans, individual retirement accounts or other retirement plans, as such
laws may be amended from time to time; or (3) is necessary to reflect a change
in the operation of the Separate Account as described in the preceding
paragraph. In the event of any such modifications, the Company will make
appropriate endorsement to the Contracts and comply with the requirements and
procedures which the Securities and Exchange Commission and applicable state
insurance regulatory authorities may impose.

                              PERFORMANCE INFORMATION

Performance information for the Separate Account, including the yield and total
return, may appear in advertisements, report, and promotional literature to
current or prospective Contractholders.
   
                        ILLUSTRATION OF HYPOTHETICAL VALUES
    

The following tables have been prepared to show how investment performance
affects variable Annuity Payments over time. The variable Annuity Payment
amounts reflect three different assumptions for a constant investment return
before all expenses: 0%, 6%, and 12%. There are hypothetical rates of return
and, of course, the Company does not guarantee that the Contract will earn these
returns for any one year or any sustained period of time. The tables are for
illustrative purposes only and do not represent past or future investment
returns.

   
The variable Annuity Payments may be more or less than the payments shown if the
actual returns of the Stock Fund - Class 1 are different than those illustrated.
Since it is very likely that  investment  returns will  fluctuate over time, the
amount of variable  Annuity  Payments will also  fluctuate.  The total amount of
Annuity  Payments  ultimately  received  will  depend on  cumulative  investment
returns and how long the Annuitant lives and the option chosen.
    

Another factor which determines the amount of variable Annuity Payments is the
5% Assumed Annual Interest Rate. Income will increase from one Annuity Payment
date to the next if the annualized net rate of return during that time is
greater than the 5% Assumed Annual Interest Rate, and will decrease if the
annualized net rate of return is less than the 5% Assumed Annual Interest Rate.

The payment amounts shown reflect the deduction of all fees and expenses. Actual
Stock Fund - Class 1 fees and  expenses  may vary from year to year and thus may
be higher or lower than the  assumed  rate.  The  illustrations  assume that the
Stock Fund - Class 1 will  incur  expenses  at the  annual  rate of 0.88% of its
average  daily net  assets.  (See  "Expense  Table,"  above.) Of course,  actual
operating expenses of the Stock Fund - Class 1 may differ from year to year. The
Mortality  and Expense Risk Fee is  calculated at an annual rate of 1.20% of the
average daily net assets of the Separate  Account.  After taking these  expenses
and charges in to consideration,  the illustrated  gross investment  returns 0%,
6%, and 12% are  approximately  equal to net rates of -2.06%,  3.82%, and 9.70%,
respectively.




                        TEMPLETON IMMEDIATE VARIABLE ANNUITY
   
ANNUITANT:      John Doe                 ANNUITY PURCHASE AMOUNT:     $100,000

DATE OF BIRTH:  1/1/26                   ISSUE DATE:                   1/1/96

ANNUITY OPTION: Single Life Annuity Option 2

INITIAL PAYMENT DATE:    1/1/97

PREMIUM TAX:    0%                       FREQUENCY OF ANNUITY PAYMENT: Monthly

ANNUITY FACTOR:               7.39       ASSUMED ANNUAL INTEREST RATE: 5%
    

The amount of monthly variable Annuity Payments shown in the table below and the
graph that follows assumes a constant annual  investment  return.  The amount of
the  variable  Annuity  Payment  that is  actually  received  will depend on the
investment performance of the Stock Fund. The Variable Annuity can go up or down
and no  minimum  dollar  amount  of  variable  Annuity  Payment  is  guaranteed.
Calculation of the amounts shown takes into account a 5% Assumed Annual Interest
Rate and the  expenses  for the Stock Fund as  reflected  in the Expense  Table.
Income will remain constant at $739 per month when the annualized rate of return
after expenses is 5% (or 7.29% before expenses).

                  MONTHLY ANNUITY PAYMENTS
   
Annual rate of return before expenses:          0%          6.00%       12.00%

Annuity Payment Date    Age         Annual rate of return after expenses:
                                     -2.06%            3.82%        9.70%
- --------------------    ---         -------------------------------------

January 1, 1998         70
$739        $739        $739

January 1, 1999         71
689         731         772

January 1, 2000         72
643         722         807

January 1, 2001         73
600         714         843

January 1, 20027        74
559         706         880

January 1, 2003         75
522         698         920

January 1, 2008         80
368         660         1,145

January 1, 2013         85
260         624         1,424

January 1, 2018         90
184         589         1,773

January 1, 2023         95
130         557         2,206

January 1, 2028         100
92          526         2,745
    

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND
SHOULD NOT BE DEEMED TO REPRESENT PAST OR FUTURE INVESTMENT PERFORMANCE. ACTUAL
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS.



                         STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS

                                                                           Page
Templeton Funds Annuity Company .............................................1


Independent Accountants......................................................1


Performance Information .....................................................1

Financial Information .......................................................3

Financial Statements--Templeton Immediate Variable Annuity Separate Account .4

Financial Statements--Templeton Funds Annuity Company .......................7







                                                    APPENDIX A

                                       Dollar Value of FIRST Monthly Payment
                                                for Each $1,000 of
                                          Separate Account Contract Value

                                                 ANNUITY OPTION 1

The Contract provides that monthly payments under Annuity Option 1 are
calculated by dividing the Separate Account Contract Value by the life
expectancy and further dividing by 12. To assist in determining monthly payments
under Annuity Option 1, the following indicates the monthly payments for each
$1,000 of Separate Account Contract Value for both single life and joint life
expectancies based on the current IRS life expectancy tables, at the given ages.

                 ANNUITY OPTION 1(A)-SINGLE LIFE EXPECTANCY ANNUITY

                            FIRST MONTHLY PAYMENT USING
                             IRS LIFE EXPECTANCY TABLES

                                               Actual First Monthly
                                                    Age Payment
                                                     50 $2.52
                                                      51 2.59
                                                      52 2.66
                                                      53 2.74
                                                      54 2.82

                                                      55 2.91
                                                      56 3.01
                                                      57 3.11
                                                      58 3.22
                                                      59 3.33

                                                      60 3.44
                                                      61 3.58
                                                      62 3.70
                                                      63 3.86
                                                      64 4.01

                                                      65 4.17
                                                      66 4.34
                                                      67 4.53
                                                      68 4.73
                                                      69 4.96

                                                      70 5.21
                                                      71 5.45
                                                      72 5.71
                                                      73 6.00
                                                      74 6.31
                                                      75 6.67

                 ANNUITY OPTION 1(B)--JOINT LIFE EXPECTANCY ANNUITY

               FIRST MONTHLY PAYMENT USING IRS LIFE EXPECTANCY TABLES

Actual Age                                      Your Actual Age
of Joint
Annuitant

            50         55         60       65       70      75

50          $2.13    $2.25      $2.34    $2.41    $2.45   $2.48
55          2.25      2.42       2.58     2.70     2.79    2.84
60          2.34      2.58       2.81     3.02     3.18    3.29
65          2.41      2.70       3.02     3.33     3.61    3.82
70          2.45      2.79       3.18     3.61     4.05    4.43
75          2.48      2.84       3.29     3.82     4.43    5.05




                           ANNUITY OPTION 2--LIFE ANNUITY

                            FIRST MONTHLY PAYMENT USING
                              5% ASSUMED INTEREST RATE

                                               Actual First Monthly
                                                    Age Payment
                                                     50 $5.14
                                                      51 5.20
                                                      52 5.26
                                                      53 5.32
                                                      54 5.39
                                                      55 5.46
                                                      56 5.54
                                                      57 5.62
                                                      58 5.71
                                                      59 5.80
                                                      60 5.90
                                                      61 6.01
                                                      62 6.13
                                                      63 6.25
                                                      64 6.38
                                                      65 6.52
                                                      66 6.67
                                                      67 6.83
                                                      68 7.01
                                                      69 7.19
                                                      70 7.39
                                                      71 7.61
                                                      72 7.84
                                                      73 8.08
                                                      74 8.35
                                                      75 8.63

                                  ANNUITY OPTION 3
                LIFE ANNUITY WITH 60, 120 OR 180 PAYMENTS GUARANTEED

                               FIRST MONTHLY PAYMENT
                             USING 5% ASSUMED INTEREST

 Actual Age                                      Number of Guaranteed
                                                 Monthly Payments
                                                60    120   180

50                                             $5.13 $5.11 $5.07
51                                              5.19   5.16  5.12
52                                              5.25   5.22  5.17
53                                              5.31   5.28  5.23
54                                              5.38   5.34  5.29
55                                              5.45   5.41  5.35
56                                              5.53   5.48  5.41
57                                              5.61   5.56  5.48
58                                              5.69   5.64  5.55
59                                              5.78   5.72  5.62
60                                              5.88   5.81  5.70
61                                              5.99   5.91  5.78
62                                              6.10   6.01  5.86
63                                              6.22   6.11  5.95
64                                              6.34   6.22  6.03
65                                              6.48   6.34  6.13
66                                              6.62   6.46  6.22
67                                              6.77   6.59  6.31
68                                              6.94   6.73  6.41
69                                              7.11   6.87  6.51
70                                              7.30   7.02  6.61
71                                              7.49   7.17  6.70
72                                              7.70   7.33  6.80
73                                              7.93   7.49  6.89
74                                              8.16   7.66  6.99
75                                              8.41   7.83  7.08




             ANNUITY OPTION 4(A)--JOINT AND 100% SURVIVOR LIFE ANNUITY

                FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                                                Your Actual Age
of Joint
Annuitant


            50          55          60          65          70          75

50         $4.72      $4.81        $4.89      $4.96        $5.02       $5.06
55          4.81       4.94         5.06       5.16         5.25        5.33
60          4.89       5.06         5.23       5.39         5.54        5.66
65          4.96       5.16         5.39       5.63         5.86        6.06
70          5.02       5.25         5.54       5.86         6.20        6.52
75          5.06       5.33         5.66       6.06         6.52        7.01

              ANNUITY OPTION 4(B)--JOINT AND 75% SURVIVOR LIFE ANNUITY

                FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE
Actual Age                                                Your Actual Age
of Joint
Annuitant


            50          55          60          65          70          75

50        $4.82       $4.96        $5.11      $5.28        $5.45      $5.64
55         4.89        5.06         5.24       5.45         5.66       5.89
60         4.95        5.15         5.38       5.63         5.91       6.19
65         5.00        5.24         5.51       5.83         6.18       6.55
70         5.05        5.31         5.62       6.01         6.46       6.95
75         5.08        5.36         5.72       6.17         6.72       7.36

              ANNUITY OPTION 4(C)--JOINT AND 50% SURVIVOR LIFE ANNUITY

                FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE
Actual Age                                                Your Actual Age
of Joint
Annuitant


            50          55          60          65          70          75

50        $4.92       $5.12        $5.35      $5.63        $5.98       $6.38
55         4.97        5.19         5.45       5.76         6.14        6.59
60         5.01        5.25         5.54       5.90         6.33        6.84
65         5.05        5.31         5.64       6.04         6.54        7.12
70         5.08        5.36         5.71       6.17         6.74        7.43
75         5.10        5.39         5.78       6.28         6.93        7.74





             ANNUITY OPTION 5(A)--JOINT AND 100% SURVIVOR LIFE ANNUITY
                            WITH 60 PAYMENTS GUARANTEED

                FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                                                Your Actual Age
of Joint
Annuitant


            50          55          60          65          70          75

50        $4.72       $4.81       $4.89       $4.96       $5.02       $5.06
55         4.81        4.94        5.06        5.16        5.25        5.32
60         4.89        5.06        5.23        5.39        5.54        5.66
65         4.96        5.16        5.39        5.63        5.86        6.06
70         5.02        5.25        5.54        5.86        6.19        6.52
75         5.06        5.32        5.66        6.06        6.52        7.00


             ANNUITY OPTION 5(B)--JOINT AND 100% SURVIVOR LIFE ANNUITY
                            WITH 120 PAYMENTS GUARANTEED

                FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                                                Your Actual Age
of Joint
Annuitant


            50          55          60          65          70          75

50        $4.72       $4.81       $4.89       $4.96       $5.01        $5.05
55         4.81        4.94        5.05        5.16        5.25         5.32
60         4.89        5.05        5.22        5.39        5.53         5.64
65         4.96        5.16        5.39        5.62        5.84         6.03
70         5.01        5.25        5.53        5.84        6.17         6.47
75         5.05        5.32        5.64        6.03        6.47         6.90

             ANNUITY OPTION 5(C)--JOINT AND 100% SURVIVOR LIFE ANNUITY
                            WITH 180 PAYMENTS GUARANTEED

                FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                                                Your Actual Age
of Joint
Annuitant


            50          55          60          65          70          75

50        $4.72       $4.81       $4.89       $4.95       $5.00        $5.04
55         4.81        4.93        5.05        5.15        5.23         5.29
60         4.89        5.05        5.21        5.37        5.50         5.60
65         4.95        5.15        5.37        5.59        5.79         5.95
70         5.00        5.23        5.50        5.79        6.07         6.31
75         5.04        5.29        5.60        5.95        6.31         6.64

                     ANNUITY OPTION 6--UNIT REFUND LIFE ANNUITY

                            FIRST MONTHLY PAYMENT USING
                              5% ASSUMED INTEREST RATE

                                               Actual First Monthly
                                                    Age Payment
                                                     50 $5.03
                                                      51 5.07
                                                      52 5.12
                                                      53 5.17
                                                      54 5.23
                                                      55 5.29
                                                      56 5.35
                                                      57 5.42
                                                      58 5.49
                                                      59 5.56
                                                      60 5.64
                                                      61 5.72
                                                      62 5.80
                                                      63 5.89
                                                      64 5.99
                                                      65 6.09
                                                      66 6.19
                                                      67 6.30
                                                      68 6.42
                                                      69 6.54
                                                      70 6.67
                                                      71 6.80
                                                      72 6.94
                                                      73 7.09
                                                      74 7.25
                                                      75 7.41





   
                                      APPENDIX


The  following  line  graph  hypothetically  illustrates  how the  TIVA  Annuity
payments can fluctuate based on past investment performance through December 31,
1997. The graph shows the effect that the Fund's  investment  performance  would
have had if a Contract with an Assumed Annual Interest Rate of 5%,  providing an
initial  monthly  Annuity  Payment of $500,  was  purchased on the date the Fund
commenced operations.

Valuation                                       500 Initial payment
Date                                            at 5% AIR
- ----                                            ---------
16-Feb-88                                       500.00
18-Mar-88                                       509.28
18-Apr-88                                       490.67
18-May-88                                       486.57
17-Jun-88                                       500.59
18-Jul-88                                       493.85
18-Aug-88                                       477.93
19-Sep-88                                       479.87
18-Oct-88                                       497.78
17-Nov-88                                       482.49
19-Dec-88                                       486.58
18-Jan-89                                       509.81
14-Feb-89                                       534.90
17-Mar-89                                       533.47
17-Apr-89                                       543.25
17-May-89                                       555.77
19-Jun-89                                       548.35
18-Jul-89                                       567.57
18-Aug-89                                       593.57
18-Sep-89                                       604.64
18-Oct-89                                       590.77
16-Nov-89                                       596.85
15-Dec-89                                       608.16
18-Jan-90                                       596.55
14-Feb-90                                       576.58
19-Mar-90                                       573.16
17-Apr-90                                       588.11
17-May-90                                       598.72
18-Jun-90                                       611.16
18-Jul-90                                       635.00
20-Aug-90                                       566.38
17-Sep-90                                       535.83
18-Oct-90                                       503.57
16-Nov-90                                       496.64
17-Dec-90                                       513.38
18-Jan-91                                       513.72
14-Feb-91                                       573.89
15-Mar-91                                       576.79
17-Apr-91                                       591.19
17-May-91                                       571.76
17-Jun-91                                       564.21
18-Jul-91                                       575.53
19-Aug-91                                       555.85
17-Sep-91                                       592.49
18-Oct-91                                       594.40
15-Nov-91                                       599.43
17-Dec-91                                       594.62
20-Jan-92                                       642.61
14-Feb-92                                       656.35
18-Mar-92                                       634.87
16-Apr-92                                       653.62
15-May-92                                       675.35
17-Jun-92                                       656.59
20-Jul-92                                       658.18
18-Aug-92                                       646.64
17-Sep-92                                       632.84
19-Oct-92                                       638.32
16-Nov-92                                       644.84
17-Dec-92                                       657.92
18-Jan-93                                       669.27
12-Feb-93                                       680.95
18-Mar-93                                       700.50
19-Apr-93                                       707.43
17-May-93                                       719.89
17-Jun-93                                       712.18
19-Jul-93                                       719.31
18-Aug-93                                       767.74
17-Sep-93                                       771.77
18-Oct-93                                       804.14
16-Nov-93                                       795.99
17-Dec-93                                       848.05
18-Jan-94                                       895.08
14-Feb-94                                       850.41
18-Mar-94                                       815.37
19-Apr-94                                       823.94
17-May-94                                       827.81
17-Jun-94                                       796.55
18-Jul-94                                       833.05
18-Aug-94                                       855.48
19-Sep-94                                       826.55
18-Oct-94                                       818.71
16-Nov-94                                       780.32
16-Dec-94                                       766.33
18-Jan-95                                       759.18
14-Feb-95                                       767.92
20-Mar-95                                       785.71
17-Apr-95                                       808.66
17-May-95                                       840.92
19-Jun-95                                       854.54
18-Jul-95                                       889.66
18-Aug-95                                       878.97
18-Sep-95                                       897.05
18-Oct-95                                       865.98
16-Nov-95                                       890.82
15-Dec-95                                       905.59
18-Jan-96                                       926.71
16-Feb-96                                       945.31
18-Mar-96                                       971.40
17-Apr-96                                       985.25
17-May-96                                       989.41
17-Jun-96                                     1,004.81
18-Jul-96                                       954.91
19-Aug-96                                       974.57
17-Sep-96                                       995.00
18-Oct-96                                     1,001.16
15-Nov-96                                     1,050.57
17-Dec-96                                     1,061.52
20-Jan-97                                     1,101.83
14-Feb-97                                     1,097.45
17-Mar-97                                     1,076.74
17-Apr-97                                     1,082.03
16-May-97                                     1,131.56
17-Jun-97                                     1,181.31
18-Jul-97                                     1,215.80
18-Aug-97                                     1,153.97
17-Sep-97                                     1,254.84
20-Oct-97                                     1,164.33
14-Nov-97                                     1,133.85
17-Dec-97                                     1,127.08
    





PAGE
 
           
            STATEMENT OF ADDITIONAL INFORMATION TO THE PROSPECTUS
                                       FOR
                     TEMPLETON IMMEDIATE VARIABLE ANNUITIES

                                    ISSUED BY
              TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
                                       OF
                         TEMPLETON FUNDS ANNUITY COMPANY
                               700 CENTRAL AVENUE
                       ST. PETERSBURG, FLORIDA 33701-3628



   
                                 DATED MAY 11, 1998



         THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT
PROVIDES INFORMATION WHICH IS SUPPLEMENTAL TO THAT CONTAINED IN THE CURRENT
PROSPECTUS FOR TEMPLETON IMMEDIATE VARIABLE ANNUITIES, DATED MAY 11, 1998.
THIS STATEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS, WHICH MAY BE
OBTAINED BY CALLING (800) 774-5001, OR BY WRITING TEMPLETON FUNDS ANNUITY
COMPANY, 100 Fountain Parkway, St. Petersburg, FL 33716-1205

    



                                TABLE OF CONTENTS

                                                                           PAGE
Templeton Funds Annuity Company ..............................................1

Independent Accountant........................................................1

Performance Information.......................................................1

Financial Information.........................................................3

Financial Statements--Templeton Funds Annuity Company.........................7


                         TEMPLETON FUNDS ANNUITY COMPANY
   
         Templeton Funds Annuity Company (the "Company"), the sponsor of
Templeton Immediate Variable Annuity Separate Account (the "Separate Account"),
is a Florida insurance company which was organized on January 25, 1984 and is
licensed to engage in the life insurance business in Florida. The Company is
underwriter of Contracts pursuant to which Templeton Immediate Variable
Annuities are issued, and is custodian of the assets of the Separate Account.
The Company is wholly owned by Franklin Agency, Inc. ("Franklin Agency") and is
located at 100 Fountain Parkway, St. Petersburg, Florida 33716-1205. Franklin
Agency is an affiliate of Franklin Templeton Distributors, Inc. ("FTD"), a
registered broker-dealer which serves as principal underwriter for all of the
publicly-distributed open-end Templeton Funds. Franklin Agency and FTD are
wholly-owned subsidiaries of Franklin Resources, Inc. ("Franklin"), a
publicly-traded financial services company whose stock is listed on the New York
Stock Exchange. Franklin affiliates act as an investment advisers to
the funds in the Franklin Templeton group of funds.


                             INDEPENDENT ACCOUNTANT
    

The firm of Coopers & Lybrand L.L.P.  serves as  independent  accountant for the
Separate Account.

                             PERFORMANCE INFORMATION

         Performance information for the Separate Account, including yield and
total return, may appear in advertisements, reports, and promotional literature
to current or prospective Contractowners.

         Quotations of yield for the Separate Account will be based on all
investment income per Annuity Unit earned during a particular 30-day period,
less expenses accrued during the period ("net investment income"), and will be
computed by dividing net investment income by the value of the Annuity Unit on
the last day of the period, according to the following formula:
                                          6
                  YIELD = 2[((a-b/cd) + 1)  - 1]


where  

a    = net investment income earned during the period by the Fund attributable
     to shares owned by the Separate Account,
b    = expenses accrued for the period (net of reimbursements),
c    = the average daily number of Annuity Units outstanding during the period
     that were entitled to receive dividends, and
d    = the maximum offering price per Annuity Unit on the last day of the
     period.

   

     Quotations of average annual total return for the Separate Account will be
expressed in terms of the average annual compounded rate of return of a
hypothetical investment in an Annuity over a period of one, five, and ten years
(or, if less, up to the life of the Separate Account), calculated pursuant to
the following formula: P(1 + T)n = ERV (where P = a hypothetical initial payment
of $1,000, T = the average annual total return, n = the number of years, and ERV
= the ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the period). Total returns will be consistent with applicable with
SEC rules. Performance information for the Separate Account may also be
advertised based on the historical performance of the Fund for periods beginning
prior to the date the Separate Account commenced operations. Any such
performance calculation will be based on the assumption that the Separate
Account was in existence throughout the stated period and that the contractual
charges and expenses of the Separate Account during the period were equal to
those currently assessed under the Contract. Quotations of total return may
simultaneously be shown for the same or other periods that do not take into
account certain contractual charges.

    

         Performance information for the Separate Account may be compared, in
reports and promotional literature, to the Standard & Poor's 500 Stock Index
("S&P 500"), the Dow Jones Industrial Average ("DJIA"), or other indices that
measure performance of a pertinent group of securities so that investors may
compare the Separate Account's results with those of a group of securities
widely regarded by investors as representative of the securities markets in
general or representative of a particular type of security. Performance
information may also be compared to (i) other groups of variable annuity
separate accounts or other investment products tracked by Lipper Analytical
Services, a widely used independent research firm which ranks mutual funds and
other investment companies by overall performance, investment objectives, and
assets, or tracked by other services, companies, publications or persons who
rank such investment companies on overall performance or other criteria; and
(ii) the Consumer Price Index (measure for inflation) to assess the real rate of
return from an investment in an Annuity. Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions for
administrative and management costs and expenses.

         Performance information for the Separate Account reflects only the
performance of a hypothetical Contract, the assets of which are invested in the
Fund, during a particular time period on which the calculations are based.
Performance information should be considered in light of the investment
objectives and policies of the Fund, and the market conditions during the given
time period, and should not be considered as a representation of what may be
achieved in the future.

         Reports and promotional literature may also contain other information
including the ranking of the Separate Account derived from rankings of variable
annuity separate accounts or other investment products tracked by Lipper
Analytical Services or by other rating services, companies, publications, or
other persons who rank separate accounts or other investment products on overall
performance or other criteria.


                              FINANCIAL INFORMATION


     The financial statements of the Company included in this statement of
Additional Information ("SAI") should be considered only as bearing on the
ability of the Company to meet its obligations under the Contracts.


PAGE


                                                           1

                         TEMPLETON FUNDS ANNUITY COMPANY

                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED DECEMBER 31, 1997, 1996
                                    AND 1995




PAGE



                                                         

TABLE OF CONTENTS

                                                  PAGES

Report of Independent Accountants                   1

Financial Statements:

      Balance Sheets                                2
      Statements of Income                          3
      Statements of Stockholder's Equity            4
      Statements of Cash Flows                      5
      Notes to Financial Statements                6-12





PAGE










REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Templeton Funds Annuity Company
St. Petersburg, Florida

We have audited the accompanying balance sheets of Templeton Funds Annuity
Company as of December 31, 1997 and 1996, and the related statements of income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Templeton Funds Annuity Company
as of December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.

Jacksonville, Florida
February 20, 1998



                                       1


PAGE



TEMPLETON FUNDS ANNUITY COMPANY
BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>

                   ASSETS                                           1997           1996
<S>                                                              <C>           <C>   

Cash and investments:

   Cash and cash equivalents .................................   $ 1,709,270   $ 1,987,783
   Investment securities, available-for-sale .................    14,016,393    12,695,124
Receivables:
   Interest ..................................................       218,080       240,940
   Due from affiliates .......................................         5,280        42,604
   Other .....................................................       443,940       383,588
Deferred contract acquisition costs ..........................       615,962       368,789
Recoverable on future annuity benefits liability .............    15,810,752     7,928,934
Assets held in separate accounts .............................    15,562,438    15,647,533
                                                                 -----------   -----------
                                                                 $48,382,115   $39,295,295
                                                                 ===========   ===========

            LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
Accounts payable and accrued expenses ........................   $   283,895   $   250,167
Due to affiliates ............................................       220,327       182,084
Income taxes payable .........................................        23,073       219,682
Deferred income taxes payable ................................       624,000       484,000
Liability for future annuity benefits ........................    15,810,752     7,928,934
Liabilities related to separate accounts .....................    15,562,438    15,647,533
                                                                 -----------   -----------
      Total liabilities ......................................    32,524,485    24,712,400
                                                                 -----------   -----------

Stockholder's equity:

   Common stock, par value $1 per share; authorized and issued     
        2,500,000 shares                                           2,500,000     2,500,000
   Additional paid-in capital ................................     5,989,917     5,976,970
   Unrealized investment gains, net ..........................       714,072       535,277
   Retained earnings .........................................     6,653,641     5,570,648
                                                                 -----------   -----------
                                                                  15,857,630    14,582,895
                                                                 -----------   -----------
                                                                 $48,382,115   $39,295,295
                                                                 ===========   ===========

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       2


PAGE


TEMPLETON FUNDS ANNUITY COMPANY
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>


                                                                        1997              1996              1995
<S>                                                                <C>               <C>              <C> 
Revenue:
   Premiums and annuity considerations                             $     8,139,909   $     4,393,030   $     3,905,740
   Business management fees                                              2,452,213         1,844,256         1,393,325
   Interest and dividends                                                  950,552           895,148           894,563
                                                                   ----------------  ----------------  ----------------
                                                                        11,542,674         7,132,434         6,193,628
                                                                   ----------------  ----------------  ----------------
Benefits and expenses:
   Compensation and benefits                                             1,008,359           784,159           707,290
   Annuity and death benefits                                            2,879,990         2,451,404         1,820,940
   Increase in liability for future annuity benefits                     4,931,233         1,645,752         1,992,025
   Professional fees                                                       165,667           190,299           136,709
   Business management services                                            400,000           393,750           297,680
   Information systems, technology and occupancy                           277,041           124,205           114,208
   Regulatory fees                                                         127,836            82,908            90,307
   Other                                                                   320,804           305,093           281,581
                                                                   ----------------  ----------------  ----------------
                                                                        10,110,930         5,977,570         5,440,740
                                                                   ----------------  ----------------  ----------------
Income before income taxes and realized gains on                        
      sales of investments                                               1,431,744         1,154,864           752,888
Realized gains on sales of investments                                     175,151           142,922            65,475
                                                                   ----------------  ----------------  ----------------
Income before taxes on income                                            1,606,895         1,297,786           818,363
                                                                   ----------------  ----------------  ----------------
Income tax expense (benefit):
   Current                                                                 496,180           468,524           303,921
   Deferred                                                                 27,722            78,000          (35,000)
                                                                   ----------------  ----------------  ----------------
                                                                           523,902           546,524           268,921
                                                                   ----------------  ----------------  ----------------
      Net income                                                   $     1,082,993   $       751,262   $       549,442
                                                                   ================  ================  ================
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




                                       3


PAGE


TEMPLETON FUNDS ANNUITY COMPANY
STATEMENTS OF STOCKHOLDER'S EQUITY
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>


                                                                         UNREALIZED
                                                                        INVESTMENT
                                                          ADDITIONAL      GAINS
                                       COMMON STOCK        PAID-IN       (LOSSES),    RETAINED
                                   SHARES     AMOUNT        CAPITAL         NET       EARNINGS
                                 ----------- -----------  -----------  -----------  -----------
<S>                            <C>            <C>         <C>          <C>          <C>
Balance, December 31, 1995       2,500,000    $2,500,000   $5,976,970   $  741,192   $4,819,486
Net income                              --            --           --           --      751,162
Decrease in unrealized            
   investment gains, net of
   deferred taxes of $131,000           --            --           --     (205,915)          --
                                ----------    ----------   ----------   ----------   ----------
Balance, December 31, 1996       2,500,000     2,500,000    5,976,970      535,277    5,570,648
Net income                              --            --           --           --    1,082,993
Tax benefit from vesting of         
   restricted stock                     --            --       12,947           --           --
Increase in unrealized             
   investment gains, net of
   deferred taxes of $112,000           --            --           --      178,795           --
                                ----------    ----------   ----------   ----------   ----------
Balance, December 31, 1997       2,500,000    $2,500,000   $5,989,917   $  714,072   $6,653,641
                                ==========    ==========   ==========   ==========   ==========
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       4

PAGE


TEMPLETON FUNDS ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                   1997              1996              1995
<S>                                                             <C>            <C>            <C>    
Cash flows from operating activities:

   Net income                                                    $ 1,082,993    $   751,162    $   549,442
   Adjustments to reconcile net income to net cash 
       provided by operating activities:
      Realized gains on sales of investments                        (175,151)      (142,922)       (65,475)
      Amortization of premium on investments                          60,506         60,435         60,270
      Accretion of discount on investments                          (101,766)       (84,212)       (78,183)
      Deferred income taxes                                           27,722         78,000        (35,000)
      Change in asset and liability accounts:
        Receivables                                                     (168)      (233,038)       (16,801)
        Refundable income taxes                                       39,786
        Deferred contract acquisition costs                         (247,173)      (129,757)      (122,141)
        Accounts payable, accrued expenses and due                   
           to affiliates                                              84,918         (1,707)        65,924
        Income taxes payable                                        (196,609)       160,047         59,635
                                                                 -----------    -----------    -----------
        Net cash provided by operating activities                    535,272        458,008        457,457
                                                                 -----------    -----------    -----------
Cash flows from investing activities:
   Purchases of investments                                       (6,184,785)    (2,727,521)    (1,786,586)
   Liquidation of investments                                      5,371,000      3,103,397      2,035,829
                                                                 -----------    -----------    -----------
        Net cash provided by (used in) investing activities         (813,785)       375,876        249,243
                                                                 -----------    -----------    -----------
Net increase (decrease) in cash and cash equivalents                (278,513)       833,884        706,700
Cash and cash equivalents:
   Beginning of year                                               1,987,783      1,153,899        447,200
                                                                 -----------    -----------    -----------
   End of year                                                   $ 1,709,270    $ 1,987,783    $ 1,153,900
                                                                 ===========    ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Income taxes paid during the year                             $   511,400    $   318,000    $   204,499
                                                                 ===========    ===========    ===========

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                       5

PAGE


TEMPLETON FUNDS ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS

  1.   NATURE OF BUSINESS:

       NATURE OF BUSINESS - Templeton Funds Annuity Company (the "Company") is
       wholly owned by Franklin Agency, Inc., which is a wholly owned subsidiary
       of Franklin Resources, Inc. ("Franklin"). The Company operates as a life
       insurance enterprise, with its principal product being variable annuity
       contracts sold to participants throughout the 43 states and the District
       of Columbia where it is licensed to do business. The Company has
       established the Templeton Funds Retirement Annuity Separate Account and
       the Templeton Immediate Variable Annuity Separate Account (the Separate
       Accounts), which are registered with the Securities and Exchange
       Commission as unit investment trusts. The Company is also engaged in
       certain reinsurance activities as described in Note 4.

  2.   SIGNIFICANT ACCOUNTING POLICIES:

       BASIS OF PRESENTATION - The accompanying financial statements are
       prepared in accordance with generally accepted accounting principles,
       which differ in some respects with accounting practices prescribed by the
       Insurance Department of the State of Florida. The more significant
       differences are as follows: (a) policy reserves are not computed on
       "surplus relief" contracts which do not transfer substantial risk to the
       Company, (b) unrealized investment gains and losses are reported as a
       separate component of stockholder's equity, (c) income taxes are
       recognized and (d) contract acquisition costs are deferred. Certain 1996
       and 1995 amounts have been reclassified to conform with the presentation
       adopted in 1997.

       USE OF ESTIMATES - The preparation of financial statements in conformity
       with generally accepted accounting principles requires the Company to use
       estimates and assumptions based on analytical methods in determining
       deferred acquisition costs, deferred income taxes, liabilities for future
       annuity benefits and various other accruals. Actual results could differ
       from those estimates.

       CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash on
       hand, demand deposits with banks, debt instruments with original
       maturities of three months or less and other highly liquid investments
       which are readily convertible into cash. Due to the relatively short-term
       nature of these instruments, the carrying value approximates fair value.

       INVESTMENT SECURITIES, AVAILABLE-FOR-SALE - Investment securities,
       available-for-sale are carried at fair value. Fair values are based on
       the last reported price on the exchange on which they are traded.
       Investments not traded on an exchange are carried at management's
       estimate of fair value.

       Realized gains and losses are included in the income statement currently
       based on specific identification. Unrealized gains and losses are
       reported net of tax as a separate component of stockholders' equity until
       realized.


                                       6

PAGE


NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                                          
  2.   SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

       DEFERRED CONTRACT ACQUISITION COSTS - The costs of acquiring new
       business, principally first-year commissions, have been deferred. These
       acquisition costs are amortized in proportion to the present value of
       expected future gross profits.

       RECOVERABLE ON FUTURE ANNUITY BENEFITS LIABILITY - This recoverable
       represents the Company's proportional share of assets held by the ceding
       insurance company for holders of the issuer's variable annuity contracts
       under a modified coinsurance agreement as described in Note 5.

       SEPARATE ACCOUNTS - The assets of the Separate Accounts are stated at
       market value and are not subject to claims which may arise out of other
       business activities of the Company. Investment income and investment
       gains and losses related to the assets of the Separate Accounts accrue
       directly to the contract holders.

       LIABILITY FOR FUTURE ANNUITY BENEFITS - The liability for future annuity
       benefits represents annuity reserves the Company has assumed under a
       modified coinsurance agreement described in Note 5. Annuity reserves are
       computed according to the 1983a Blended Unisex Mortality Table with a 50%
       male/female content. The assumed interest rates are 5% and 3%.

       LIABILITIES RELATED TO SEPARATE ACCOUNTS - The liability for separate
       accounts represents the estimated future annuity benefits attributable to
       the assets of the separate accounts. Annuity reserves held in the
       Separate Accounts are computed monthly according to the 1983a Blended
       Unisex Mortality Table with a 50% male/female content. The assumed
       interest rates are 9%, 7%, 5% and 3%. Changes to annuity reserves for
       mortality experience are reimbursed to the Company if the reserves
       required are less than originally estimated. If additional reserves are
       required, the Company reimburses the Separate Accounts.

       REVENUES - Premiums and annuity considerations are recognized when due.
       Business management fees are recorded as revenue when earned. Interest
       and dividends are recognized on the accrual basis.

       INCOME TAXES - The Company files separate Federal and State income tax
       returns. Deferred income taxes reflect the impact of temporary
       differences between amounts of assets and liabilities for financial
       reporting purposes and such amounts as measured by tax laws. Deferred tax
       assets and liabilities are adjusted to reflect changes in tax rates or
       other provisions of tax law in the period in which a new tax law is
       enacted.

                                       7

PAGE


  3.   INVESTMENT SECURITIES:

       Investment securities, available-for-sale at December 31, 1997 and 1996
are as follows:

 <TABLE>
<CAPTION>
                                                                               1997

                                                 ----------------------------------------------------------------------
                                                                        GROSS             GROSS
                                                    AMORTIZED         UNREALIZED        UNREALIZED         ESTIMATED
                                                      COST              GAINS            LOSSES           FAIR VALUE
                                                 ----------------  ----------------  ----------------  ----------------
       <S>                                      <C>                <C>              <C>               <C>    

        U.S. Treasury securities                 $     8,818,727   $       995,446   $                 $     9,814,173
        Convertible debentures                           979,217            88,232           145,823           921,626
        Municipal bonds                                3,056,376           224,219                           3,280,595
                                                 ----------------  ----------------  ----------------  ----------------
                                                 $    12,854,320   $     1,307,897   $       145,823   $    14,016,394
                                                 ===============   ===============   ===============   ===============
                                                                                 1996
                                                -----------------------------------------------------------------------
                                                                        GROSS             GROSS
                                                    AMORTIZED        UNREALIZED        UNREALIZED      ESTIMATED FAIR
                                                     COST              GAINS            LOSSES             VALUE
                                                -----------------  ----------------  ----------------  ----------------
        U.S. Treasury securities                $      7,415,712   $       824,537   $                 $     8,240,249
        Convertible debentures                         2,414,623           167,718           140,466         2,441,875
        Municipal bonds                                1,993,549            19,451                           2,013,000
                                                -----------------  ----------------  ----------------  ----------------
                                                $     11,823,884   $     1,011,706   $       140,466   $    12,695,124
                                                ================  ================  =================  ===============

</TABLE>


       The cost and fair value of investments at December 31, 1997 by
       contractual maturity are shown below. Expected maturities will differ
       from contractual maturities because borrowers may have the right to call
       or prepay certain of these obligations.

 
<TABLE>
<CAPTION>
                                            AMORTIZED      FAIR
                                              COST         VALUE
                                         ------------  ------------
<S>                                      <C>           <C>   
Due in one year or less                  $ 3,465,230   $ 3,472,607
Due after one year through five years      3,450,154     3,579,127
Due after five years through ten years
Due after ten years                        5,938,936     6,964,659
                                         -----------   -----------
                                         $12,854,320   $14,016,393
                                         ===========   ===========

</TABLE>

       Gross realized investment gains were $176,879, $150,859 and $71,277 and
       gross realized investment losses were $1,728, $7,937 and $6,633 for 1997,
       1996 and 1995, respectively.

       At December 31, 1997 and 1996, securities with a fair value of $3,849,742
       and $3,740,428 have been deposited with various state insurance
       departments and are pledged as collateral in accordance with state
       insurance laws for the protection of the Company's contract holders and
       creditors.



                                       8

PAGE


  4.   RELATED PARTY TRANSACTIONS:

       The Company provides business management services to certain Franklin
       Templeton mutual funds. Total business management fee revenue for these
       services amounted to $2,437,366, $1,836,636 and $1,393,325 in 1997, 1996
       and 1995, respectively. Expenses related to business management services
       provided by Franklin Templeton Services, Inc. of $400,000, $393,750 and
       $297,680 in 1997, 1996 and 1995, respectively, are included in other
       expenses in the accompanying financial statements.

       The Company shares office space, personnel and other common
       administrative expenses with its parent and affiliated companies. Rent is
       allocated on the basis of square footage utilized; administrative and
       shared expenses are allocated on the basis of the number of employees.
       Total rental and administrative cost amounted to $277,041, $124,205 and
       $114,208 in 1997, 1996 and 1995, respectively.

       The Company also provided group term life insurance coverage to employees
       of certain affiliated companies. The Company reinsured a portion of its
       risk with another company. Net premiums from group term life insurance
       amounted to $0, $29,760 and $63,118 in 1997, 1996 and 1995, respectively.
       This coverage and the associated reinsurance agreement was terminated as
       of June 1, 1996.

  5.   REINSURANCE:

       In previous years, the Company has assumed a portion of the risk
       associated with specified insurance policies under a bulk reinsurance
       agreement, which was in substance a surplus relief contract. The Company
       retroceded a portion of its assumed risk, and structured the agreement so
       that its net contractual risk decreased annually to zero by December 31,
       1997.

       Effective July 1, 1994, the Company entered into a modified coinsurance
       agreement, whereby the Company assumes a 50% quota share of single
       premium immediate variable annuity contracts issued by the ceding
       company. See liability for future annuity benefits in Note 2.

       The Company ceded a portion of its risk related to group term life
       insurance coverage provided to employees of certain affiliated companies.
       This agreement was terminated June 1, 1996 when the related employee
       insurance program was canceled.

       An analysis of the impact of reinsurance on the Company's operations is
as follows:
<TABLE>
<CAPTION>
                                                            1997          1996         1995
<S>                                                    <C>            <C>           <C>    
         Direct premiums and annuity considerations    $   396,602    $   367,542    $   576,926
         Assumed premiums and annuity considerations     7,743,307      4,045,583      3,368,921
         Ceded reinsurance premiums and annuity            
               Considerations                                   --        (20,095)       (40,107)
                                                       -----------    -----------    -----------
         Premiums and annuity considerations           $ 8,139,909    $ 4,393,030    $ 3,905,740
                                                       ===========    ===========    ===========
</TABLE>


                                       9

PAGE


  6.   EMPLOYEE BENEFIT AND INCENTIVE PLANS:

       Franklin sponsors a defined contribution and profit sharing plan covering
       substantially all employees of Franklin and its U.S. subsidiaries. The
       Plan is funded on an annual basis as determined by the Board of Directors
       of Franklin. The Company's portion of the expense related to the plan for
       the years ended December 31, 1997, 1996 and 1995 was $74,865, $57,484 and
       $65,070, respectively.

       Franklin also sponsors an Annual Incentive Plan that provides payments of
       cash and restricted stock to certain employees of Franklin and its U.S.
       subsidiaries. The costs associated with this plan are charged to income
       currently. The Company's portion of the expense related to the
       stock-based compensation expense for the plan for the years ended
       December 31, 1997, 1996 and 1995 were $123,000, $36,319 and $38,291,
       respectively.

  7.   INCOME TAXES:

       The  provisions for federal and state income taxes for the years ended
       December 31, 1997, 1996 and 1995 are as follows:


           Federal        $442,504   $468,524   $232,441
           State            81,398     78,000     36,480
                          --------   --------   --------
                          $523,902   $546,524   $268,921
                          ========   ========   ========

       In 1997 and 1996, income tax expense is less than the expected statutory
       rate due to the benefit of Alternative Minimum Tax credits and tax-exempt
       interest.

       At December 31, 1997 and 1996, the tax effects of temporary differences
       resulted in net deferred tax payables of $624,000 and $484,000,
       respectively, computed as follows:

                                                      1997         1996
        Reserves under reinsurance and 
              retrocession agreements, net of               
              Death and surrender benefits       $      --       $  39,000
        Unrealized gains on investments            448,000         336,000
        Deferred contract acquisition costs        199,000         132,000
        Deferred other                             (23,000         (23,000)
                                                 ---------       ---------
                                                 $ 624,000       $ 484,000
                                                 =========       =========

  8.   STATUTORY FINANCIAL INFORMATION:

       The consolidated financial statements of the Company included herein have
       been prepared in conformity with generally accepted accounting principles
       (GAAP). The company separately reports to the Insurance Department of the
       State of Florida on the basis of statutory accounting practices.



                                       10

PAGE


  8.   STATUTORY FINANCIAL INFORMATION, CONTINUED:

       A reconciliation between consolidated GAAP stockholder's equity and
       statutory capital and surplus of the Company follows:

                                                    1997            1996

Stockholder's equity (GAAP)                    $ 15,857,630    $ 14,582,895
                                               ------------    ------------
Less certain asset exclusions:
   Deferred policy acquisition costs               (615,962)       (368,789)
   Prepaid expenses                                  (6,819)           (495)
                                               ------------    ------------
                                                   (622,781)       (369,284)

Statutory investment reserves                      (451,164)       (390,205)
GAAP accounting rules:
   Deferred income taxes                            624,000         484,000
   Reinsurance under surplus relief contract        (99,626)
   Investments-unrealized capital gains          (1,162,075)       (871,240)
Other                                                   246             520
                                               ------------    ------------
Statutory capital and surplus                  $ 14,245,856    $ 13,337,060
                                               ============    ============


     Results of the Company's  operations for the years ended December 31, 1997,
     1996 and 1995 reconciled to a statutory basis are as follows:

<TABLE>
<CAPTION>

                                                   1997           1996           1995
<S>                                           <C>             <C>           <C>    
GAAP net income                                $ 1,082,993    $   751,162    $   549,442
Deferred policy acquisition costs                 (247,173)      (129,957)      (122,141)
Statutory investment reserves                      (62,706)       (32,953)       (23,180)
GAAP accounting rules:
   Deferred income taxes                            27,722         78,000        (35,000)
   Reinsurance under surplus relief contract        99,626         99,624         99,633
Other                                                  (36)         7,951           (407)
                                               -----------    -----------    -----------
Statutory net income                           $   900,426    $   773,827    $   468,347
                                               ===========    ===========    ===========
</TABLE>

       Payments of cash dividends are subject to restrictions relating to
       statutory surplus and are limited to an amount equal to or less than the
       greater of statutory net operating profits or realized capital gains for
       the immediately preceding calendar year, among other restrictions.


                                       11

PAGE


  9.   CONCENTRATIONS OF CREDIT RISK:

       Financial instruments which potentially subject the Company to
       concentration of credit risk consist primarily of cash and cash
       equivalents and separate account assets. The Company maintains its cash
       and cash equivalents with what it believes to be high credit quality
       financial institutions.

       Separate account assets principally consist of investments in Templeton
       Variable Annuity Fund, an open-end diversified management investment
       company whose investments are managed by professional investment managers
       within established guidelines.

       At December 31, 1997, the Company does not believe there is a risk of
       loss as a result of the concentration of credit risk.



                                       12

PAGE


                                     PART C

                                OTHER INFORMATION

Item 24.          Financial Statements and Exhibits

         (a)      Financial Statements

                  Templeton Immediate Variable Annuity Separate
                  Account of Templeton Funds Annuity Company
                  Audited Financial Statements incorporated herein
                  by reference to the Registrant's Annual Report to Shareholders
                  dated December 31, 1997, as filed with the SEC electronically
                  on Form Type N-30D on March 16, 1998 
                  Report of Independent Accountants
                  Statement of Assets and Liabilities
                  Statement of Operations
                  Statements of Changes in Net Assets
                  Notes to Financial Statements

                  Contained in Part B:

                  Templeton Funds Annuity Company
                  Year Ended 12/31/97
                  Report of Independent Accountants
                  Balance Sheets
                  Statements of Income
                  Statements of Stockholders' Equity
                  Statements of Cash Flows
                  Notes to Financial Statements

         (b)      Exhibits

        (10)      (i)Consent of Independent Public Accountants
                  
        (27)      (i)Financial Data Schedule

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

- --------------------
         
     * For other exhibits, reference is made to the Registrant's Registration
Statement filed on November 16, 1990 and Pre-Effective Amendment No. 2 to the
Registration Statement filed on April 29, 1991, and to the Powers of Attorney of
Templeton Funds Annuity Company officers and directors filed with Post-Effective
Amendment No. 13 of Templeton Funds Retirement Annuity (Registration Nos.
33-11780 and 811-5023) filed on November 20, 1996 and with Registrant's 
Post-Effective Amendment No. 6 filed July 28, 1997.






Item 25.                                    Directors and Officers 
                                            of the Depositor

     Name and Principal                     Positions and Offices
      Business Address                      With Depositor

Gordon W. Campbell                          Director,  Vice Chairman
425 22nd Avenue, North
St. Petersburg, Florida  33709

Richard P. Austin                           Director, President and CEO
100 Fountain Parkway
St. Petersburg, Florida  33716-1205

Karen L. Skidmore                           Vice President,
777 Mariners Island Blvd.                   Secretary
San Mateo, CA 94404-1583

Louie N. Adcock, Jr.                        Director
Fisher & Sauls, P.A.
100 Second Avenue South
Suite 700, City Center
St. Petersburg, Florida   33715

Thomas A. Watson                            Director
4971 Bacopa Lane South #301
St. Petersburg, Florida  33715

Martin L. Flanagan                          Director, Treasurer
777 Mariners Island Blvd.
San Mateo, California  94404-1585

Thomas Banzhof                              Director, Chairman
777 Mariners Island Blvd.
San Mateo, California 94404-1585

David J. Tobin                              Senior Vice President,
100 Fountain Parkway                        Chief Operating Officer
St. Petersburg, Florida 33716-1205

Peter E. Barnett                            Vice President
100 Fountain Parkway
St. Petersburg, Florida 33716-1205




Item 26.          Persons Controlled By or Under Common Control with the 
                  Depositor or Registrant

                  Reference is made to the section entitled "Templeton Funds
                  Annuity Company" in Part B of this Registration Statement.
                  
Item 27.          Number of Contractholders

                  As of December 31, 1997, the Registrant had 36 contractowners.

Item 28.          Indemnification

                  Article VIII of the Articles of Incorporation of Securities 
                  Fund Annuities, Inc. (now Templeton Funds Annuity
                  Company) provides:

                  "This corporation shall indemnify any incorporator, director
                  or officer to the full extent permitted by law."

                  Insofar as indemnification for liability arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provision, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is therefore unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and the
                  Registrant will be governed by the final adjudication of such
                  issue.

Item 29.          Principal Underwriters


               a)   In  addition  to  serving  as  principal   underwriter   for
                    Registrant,     Franklin/Templeton    Distributors,    Inc.,
                    ("Distributors")  also  acts  as  principal  underwriter  of
                    shares of the following open-end investment companies:

Franklin Asset Allocation Fund
Franklin California Tax-Free Income Fund, Inc.
Franklin California Tax-Free Trust
Franklin Custodian Funds, Inc.
Franklin Equity Fund
Franklin Federal Money Fund
Franklin Federal Tax-Free Income Fund
Franklin Floating Rate Trust
Franklin Gold Fund
Franklin High Income Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin Mutual Series Fund Inc.
Franklin Municipal Securities Trust
Franklin New York Tax-Free Income Fund
Franklin New York Tax-Free Trust
Franklin Real Estate Securities Trust
Franklin Strategic Mortgage Portfolio
Franklin Strategic Series
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust
Franklin Templeton Fund Allocator Series
Franklin Templeton Global Trust
Franklin Templeton International Trust
Franklin Templeton Money Fund Trust
Franklin Value Investors Trust
Institutional Fiduciary Trust
Templeton American Trust, Inc.
Templeton Capital Accumulator Fund, Inc.
Templeton Developing Markets Trust
Templeton Funds, Inc.
Templeton Global Investment Trust
Templeton Global Opportunities Trust
Templeton Global Real Estate Fund
Templeton Global Smaller Companies Fund, Inc.
Templeton Growth Fund, Inc.
Templeton Income Trust
Templeton Institutional Funds, Inc.
Templeton Variable Products Series Fund

               (b)  The  information  required  by this Item 29 with  respect to
                    each director and officer of Distributors is incorporated by
                    reference  to  schedule  A of  Form  BD  filed  by  Franklin
                    Distributors,   Inc.  with  the   Securities   and  Exchange
                    Commission  pursuant to the Securities Act of 1934 (SEC File
                    No. 8-5889).


               (c)  Not Applicable  (Information  on  unaffiliated  Reference is
                    made  to  "Sales  of  Variable  Annuity  Contracts"  in  the
                    Prospectus.


Item 30.          Location of Accounts and Records

                  Registrant's accounts and records are maintained by Templeton
                  Funds Annuity Company, 100 Fountain Parkway, St.
                  Petersburg, Florida 33716-1205.


Item 31.          Management Related Services

                  N/A

Item 32.          Undertakings

                  (a)      Registrant undertakes to file a post-effective
                           amendment to this Registration Statement as
                           frequently as is necessary to ensure that the audited
                           financial statements in the Registration Statement
                           are never more than 16 months old for so long as
                           payments under the variable annuity contracts may be
                           accepted.


                  (b)      Registrant undertakes to include either (1) as part
                           of any application or enrollment form for the
                           purchase of an Annuity offered by the Prospectus, a
                           space that an applicant can check to request a
                           Statement of Additional Information, or (2) a post
                           card or similar written communication affixed to or
                           included in the Prospectus that an applicant can
                           remove to send for a Statement of Additional
                           Information.

                  (c)      Registrant undertakes to deliver any Statement of
                           Additional Information and any financial statements
                           required to be made available under this Form N-4
                           promptly upon written or oral request.

                                                               * * * * *

Registrant hereby represents that it is relying on the American Council of Life
Insurance (p.a.d. November 28, 1988) no-action letter and that it is complying
with the provisions of paragraph (1) - (4) of the response letter with respect
to the contracts offered pursuant to this Registration Statement.

Templeton Funds Annuity Company hereby represents that the fees and 
charges deducted under the Templeton Immediate Variable 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.

PAGE


                                   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. 7 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 11th day of May, 1998.


              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. 7 to the Registration Statement has been
signed below on May 11, 1998 by the following persons in the capacities 
indicated:

     Signature                                Title


Louie N. Adcock, Jr.*                         Director


Thomas C. Banzhof*                            Chairman and Director



Gordon W. Campbell*                           Vice Chairman and Director



Richard P. Austin*                            Director, President and Cheif
                                              Executive Officer


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

/s/ Karen L. Skidmore                         Vice President
                                               and Secretary



Martin L. Flanagan*                           Director and Treasurer



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




                       CONSENT OF INDEPENDENT ACCOUNTANTS

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in Post-Effective Amendment No. 7 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 20, 1998 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, 1997, and the Templeton Funds Annuity Company
for the years ended December 31, 1997 and 1996, which are included in the
Post-Effective Amendment to the Registration Statement.

                                          COOPERS & LYBRAND L.L.P.




May 11, 1998
Jacksonville, Florida


<TABLE> <S> <C>


<ARTICLE>   6
<LEGEND>
 The schedule contains summary financial information extracted from the 
Templeton Immediate Variable Annuity Separate Acount December 31, 1997 annual
report and is qualified in its entirety by reference to such financial 
statements.
</LEGEND>
<CIK> 0000869770                       
<NAME> TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   DEC-31-1997
<INVESTMENTS-AT-COST>                          3105046
<INVESTMENTS-AT-VALUE>                         3315660
<RECEIVABLES>                                  4749
<ASSETS-OTHER>                                 0
<OTHER-ITEMS-ASSETS>                           0
<TOTAL-ASSETS>                                 3320409
<PAYABLE-FOR-SECURITIES>                       0
<SENIOR-LONG-TERM-DEBT>                        0
<OTHER-ITEMS-LIABILITIES>                      0
<TOTAL-LIABILITIES>                            0
<SENIOR-EQUITY>                                0
<PAID-IN-CAPITAL-COMMON>                       0
<SHARES-COMMON-STOCK>                          0
<SHARES-COMMON-PRIOR>                          0
<ACCUMULATED-NII-CURRENT>                      0
<OVERDISTRIBUTION-NII>                         0
<ACCUMULATED-NET-GAINS>                        0
<OVERDISTRIBUTION-GAINS>                       0
<ACCUM-APPREC-OR-DEPREC>                       0
<NET-ASSETS>                                   3320409
<DIVIDEND-INCOME>                              661197
<INTEREST-INCOME>                              0
<OTHER-INCOME>                                 0
<EXPENSES-NET>                                 41138
<NET-INVESTMENT-INCOME>                        620059
<REALIZED-GAINS-CURRENT>                       (291359)
<APPREC-INCREASE-CURRENT>                      358934
<NET-CHANGE-FROM-OPS>                          0
<EQUALIZATION>                                 0
<DISTRIBUTIONS-OF-INCOME>                      0
<DISTRIBUTIONS-OF-GAINS>                       0
<DISTRIBUTIONS-OTHER>                          0
<NUMBER-OF-SHARES-SOLD>                        441
<NUMBER-OF-SHARES-REDEEMED>                    17543
<SHARES-REINVESTED>                            35453
<NET-CHANGE-IN-ASSETS>                         87983
<ACCUMULATED-NII-PRIOR>                        0
<ACCUMULATED-GAINS-PRIOR>                      0
<OVERDISTRIB-NII-PRIOR>                        0
<OVERDIST-NET-GAINS-PRIOR>                     0
<GROSS-ADVISORY-FEES>                          0
<INTEREST-EXPENSE>                             0
<GROSS-EXPENSE>                                41138
<AVERAGE-NET-ASSETS>                           3276418
<PER-SHARE-NAV-BEGIN>                          0
<PER-SHARE-NII>                                0
<PER-SHARE-GAIN-APPREC>                        0
<PER-SHARE-DIVIDEND>                           0
<PER-SHARE-DISTRIBUTIONS>                      0
<RETURNS-OF-CAPITAL>                           0
<PER-SHARE-NAV-END>                            0
<EXPENSE-RATIO>                                1.26
<AVG-DEBT-OUTSTANDING>                         0
<AVG-DEBT-PER-SHARE>                           0
        


</TABLE>


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