TEMPLETON REAL ESTATE SECURITIES FUND
485BPOS, 1995-12-29
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                                            Registration No. 33-30018

   
As filed with the Securities and Exchange Commission on  December 29, 1995
    

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM N-1A

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     X
                                                                    -        
                                       

                  Pre-Effective Amendment No.

   
                  Post-Effective Amendment No. 10                   X
    

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY        X
                                  ACT OF 1940
   
                 Amendment No. 11                                   X
    
                        (Check appropriate box or boxes)

                     TEMPLETON REAL ESTATE SECURITIES FUND
               (Exact Name of Registrant as Specified in Charter)

                      700 Central Avenue, P.O. Box 33030,
                       St. Petersburg, Florida 33733-8030
                    (Address of Principal Executive Offices)

                  Registrant's Telephone Number:  (813) 823-8712

   
                                       Thomas M. Mistele, Esq.
                                        
                                           
                           
       For Thomas Mistele use St. Petersburg office address (above)
    
                    (Name and Address of Agent for Service)

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

   
                  ____ immediately upon filing pursuant to paragraph (b)
                    X  on January 1, 1996 pursuant to paragraph (b)
    
                  ____ 60 days after filing pursuant to paragraph (a)
                  ____ on (date) pursuant to paragraph (a) of Rule 485

  CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

   
         Registrant  has elected to register an  indefinite  number of Shares of
beneficial interest, $0.01 par value per Share, pursuant to Rule 24f-2 under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's  fiscal
year ended August 31, 1995 was filed with the Commission on October 30, 1995.
    


<PAGE>





                     TEMPLETON REAL ESTATE SECURITIES FUND

                             CROSS-REFERENCE SHEET
                              REQUIRED BY RULE 495
                        UNDER THE SECURITIES ACT OF 1933


                                     PART A

  Item No.                               Caption

    1                                 Cover Page

    2                                 Expense Table

    3                                 Financial Highlights

    4                                 General Description;
                                           Investment Techniques

    5                                Management of the Fund

    5A                               See Annual Report to
                                         Shareholders

    6                                General Information

    7                                How to Buy Shares of
                                       the Fund; Net Asset
                                       Value
  
   8                                How to Sell Shares of
                                      the Fund
 
   9                               Not Applicable

                                     PART B

 10                               Cover Page

 11                               Table of Contents

 12                               General Information
                                    and History

 13                               Investment Objectives
                                    and Policies

 14                               Management of the Fund

 15                               Principal Shareholders

 16                               Investment Management


<PAGE>

                                  and Other Services

17                            Brokerage Allocation

18                           Description of Shares;

                                    Part A

19                            Purchase, Redemption,
                                and Pricing of Shares

20                            Tax Status

21                            Principal Underwriter

22                            Performance
                                Information

23                            Financial Statements





<PAGE>
 
                                             
TEMPLETON REAL ESTATE SECURITIES FUND        PROSPECTUS -- JANUARY 1, 1996     
- -------------------------------------------------------------------------------
 
                  
INVESTMENT     Templeton Real Estate Securities Fund (the "Fund") seeks long-
OBJECTIVES     term capital growth by investing primarily in securities of
AND POLICIES   domestic and foreign companies which are principally engaged
               in or related to the real estate industry or which own
               significant real estate assets. Current income is a secondary
               objective.     
 
- -------------------------------------------------------------------------------
                  
PURCHASE OF    Please complete and return the Shareholder Application. If you
SHARES         need assistance in completing this form, please call our
               Shareholder Services Department. The Fund offers two classes
               to its investors: Templeton Real Estate Securities Fund--Class
               I ("Class I") and Templeton Real Estate Securities Fund--Class
               II ("Class II"). Investors can choose between Class I Shares,
               which generally bear a higher front-end sales charge and lower
               ongoing Rule 12b-1 distribution fees ("Rule 12b-1 fees"), and
               Class II Shares, which generally have a lower front-end sales
               charge and higher ongoing Rule 12b-1 fees. Investors should
               consider the differences between the two classes, including
               the impact of sales charges and distribution fees, in choosing
               the more suitable class given their anticipated investment
               amount and time horizon. See "How to Buy Shares of the Fund--
               Differences Between Class I and Class II." The minimum initial
               investment is $100 ($25 minimum for subsequent investments).
                   
- -------------------------------------------------------------------------------
                  
PROSPECTUS     This Prospectus sets forth concisely information about the
INFORMATION    Fund that a prospective investor ought to know before
               investing. Investors are advised to read and retain this
               Prospectus for future reference. A Statement of Additional
               Information ("SAI") dated January 1, 1996, has been filed with
               the Securities and Exchange Commission (the "SEC") and is
               incorporated in its entirety by reference in and made a part
               of this Prospectus. This SAI is available without charge upon
               request to Franklin Templeton Distributors, Inc., P.O. Box
               33030, St. Petersburg, Florida 33733-8030 or by calling the
               Fund Information Department.     
 
- -------------------------------------------------------------------------------
   
FUND INFORMATION DEPARTMENT -- 1-800/DIAL BEN     
 
- -------------------------------------------------------------------------------
TEMPLETON "STAR" SERVICE (24 hours, seven days a week access to current
prices, shareholder account balances/values, last transaction and duplicate
account statements) -- 1-800-654-0123
 
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>    
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                      <C>
EXPENSE TABLE............................................................    2
FINANCIAL HIGHLIGHTS.....................................................    3
GENERAL DESCRIPTION......................................................    5
Investment Objectives and Policies.......................................    5
INVESTMENT TECHNIQUES....................................................    6
Repurchase Agreements....................................................    6
Borrowing................................................................    6
Loans of Portfolio Securities............................................    6
Options on Securities and Stock Indices..................................    7
Forward Foreign Currency Contracts.......................................    7
Futures Contracts........................................................    7
Depositary Receipts......................................................    8
RISK FACTORS.............................................................    8
HOW TO BUY SHARES OF THE FUND............................................   10
Differences Between Class I and Class II.................................   11
Deciding Which Class to Purchase.........................................   11
Offering Price--Class I..................................................   12
Offering Price--Class II.................................................   14
Net Asset Value Purchases (Both Classes).................................   14
Description of Special Net Asset Value Purchases.........................   15
Additional Dealer Compensation (Both Classes)............................   16
Purchasing Class I and Class II Shares...................................   16
Automatic Investment Plan................................................   17
Institutional Accounts...................................................   17
Account Statements.......................................................   17
Templeton STAR Service...................................................   17
Retirement Plans.........................................................   17
Net Asset Value..........................................................   17
EXCHANGE PRIVILEGE.......................................................   18
Exchanges of Class I Shares..............................................   19
Exchanges of Class II Shares.............................................   19
Transfers................................................................   20
Conversion Rights........................................................   20
Exchanges by Timing Accounts.............................................   20
HOW TO SELL SHARES OF THE FUND...........................................   21
Reinstatement Privilege..................................................   22
Systematic Withdrawal Plan...............................................   23
Redemptions by Telephone.................................................   24
Contingent Deferred Sales Charge.........................................   24
TELEPHONE TRANSACTIONS...................................................   25
Verification Procedures..................................................   25
Restricted Accounts......................................................   25
General..................................................................   25
MANAGEMENT OF THE FUND...................................................   26
Investment Manager.......................................................   26
Business Manager.........................................................   27
Transfer Agent...........................................................   27
Custodian................................................................   27
Plans of Distribution....................................................   27
Expenses.................................................................   28
Brokerage Commissions....................................................   28
GENERAL INFORMATION......................................................   28
Description of Shares/Share Certificates.................................   28
Voting Rights............................................................   28
Meetings of Shareholders.................................................   29
Dividends and Distributions..............................................   29
Federal Tax Information..................................................   29
Inquiries................................................................   30
Performance Information..................................................   30
Statements and Reports...................................................   30
WITHHOLDING INFORMATION..................................................   31
CORPORATE RESOLUTION.....................................................   32
AUTHORIZATION AGREEMENT..................................................   33
THE FRANKLIN TEMPLETON GROUP.............................................   34
</TABLE>    
- -------------------------------------------------------------------------------
   
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. SHARES OF THE FUND INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF CAPITAL.     
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
 
                                 EXPENSE TABLE
 
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a Shareholder will bear directly or indirectly
in connection with an investment in the Fund. The figures are estimates of the
Fund's expenses for the current fiscal year, restated to reflect current sales
charges and Rule 12b-1 fees for each class.
 
<TABLE>   
<CAPTION>
                                                            CLASS I   CLASS II
                                                            -------   --------
<S>                                                         <C>       <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage
 of Offering Price).......................................    5.75%     1.00%/1/
Deferred Sales Charge.....................................    None/2/   1.00%/3/
Exchange Fee (per transaction)............................   $5.00/4/  $5.00/4/
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees...........................................   0.75%      0.75%
Rule 12b-1 Fees/5/........................................   0.25%      1.00%
Other Expenses (audit, legal, business management,
 transfer agent and custodian)............................   0.55%      0.51%
Total Fund Operating Expenses.............................   1.55%      2.26%
</TABLE>    
 
- -------
   
/1/ Although Class II has a lower front-end sales charge than Class I, over
    time the higher Rule 12b-1 fees for Class II may cause Shareholders to pay
    more for Class II Shares than for Class I Shares. Given the maximum front-
    end sales charge and the rate of Rule 12b-1 fees for each class, it is
    estimated that this would take less than six years for Shareholders who
    maintain total Shares valued at less than $50,000 in the Franklin Templeton
    Funds. Shareholders with larger investments in the Franklin Templeton Funds
    will reach the cross-over point more quickly. (See "How to Buy Shares of
    the Fund.")     
   
/2/ Class I investments of $1 million or more are not subject to a front-end
    sales charge; however, a contingent deferred sales charge of 1%, is
    generally imposed on certain redemptions within a "contingency period" of
    12 months of the calendar month of such investments. See "How to Sell
    Shares of the Fund--Contingent Deferred Sales Charge."     
   
/3/ Class II Shares redeemed within a "contingency period" of 18 months of the
    calendar month of such investments are subject to a 1% contingent deferred
    sales charge. See "How to Sell Shares of the Fund--Contingent Deferred
    Sales Charge."     

/4/ $5.00 fee imposed only on Timing Accounts as described under "Exchange
    Privilege." All other exchanges are processed without a fee.
   
/5/ Annual Rule 12b-1 fees may not exceed 0.25% of the Fund's average net
    assets attributable to Class I Shares and 1% of the Fund's average net
    assets attributable to Class II Shares. Consistent with the National
    Association of Securities Dealers, Inc.'s rules, it is possible that the
    combination of front-end sales charges and Rule 12b-1 fees could cause long-
    term Shareholders to pay more than the economic equivalent of the maximum
    front-end sales charges permitted under those same rules.     
   
      Investors should be aware that the above table is not intended to reflect
in precise detail the fees and expenses associated with an individual's own
investment in the Fund. Rather, the table has been provided only to assist
investors in gaining a more complete understanding of fees, charges and
expenses. The information in this table does not reflect the charge of up to
$15 per transaction if a Shareholder requests that redemption proceeds be sent
by express mail or wired to a commercial bank account. For a more detailed
discussion of these matters, investors should refer to the appropriate sections
of this Prospectus.     
 
EXAMPLE
 
      As required by SEC regulations, the following example illustrates the
expenses, including the maximum front-end sales charge and applicable
contingent deferred sales charge, that apply to a $1,000 investment in the Fund
over various time periods assuming (1) a 5% annual rate of return and (2)
redemption at the end of each time period.
 
<TABLE>     
<CAPTION>
                                     ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
                                     -------- ----------- ---------- ---------
   <S>                               <C>      <C>         <C>        <C>
   Class I..........................   $72       $104        $137      $231
   Class II.........................   $43        $80        $130      $267
   You would pay the following
    expenses on the same investment
    in Class II Shares, assuming no
    redemption......................   $33        $80        $130      $267
</TABLE>    
   
      For the purpose of this example, it is assumed that a contingent deferred
sales charge will not apply to Class I Shares.     
   
      THIS EXAMPLE IS BASED ON THE ESTIMATED ANNUAL OPERATING EXPENSES,
INCLUDING FEES SET BY CONTRACT, SHOWN ABOVE AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES, WHICH MAY BE MORE OR LESS THAN THOSE
SHOWN. The operating expenses are borne by the Fund and only indirectly by
Shareholders as a result of their investment in the Fund. In addition, federal
securities regulations require the example to assume an annual rate of return
of 5%, but the Fund's actual return may be more or less than 5%.     
 
                                       2
<PAGE>
 
                             FINANCIAL HIGHLIGHTS
   
  The following tables of selected financial information have been audited by
McGladrey & Pullen, LLP, independent certified public accountants, whose
report thereon, which is incorporated by reference, appears in the Fund's 1995
Annual Report to Shareholders. These statements should be read in conjunction
with the other financial statements and notes thereto included in the Fund's
1995 Annual Report to Shareholders, which contains further information about
the Fund's performance, and which is available to Shareholders upon request
and without charge.     
 
<TABLE>   
<CAPTION>
                          CLASS I
- -----------------------------------------------------------------------------------
PER SHARE OPERATING                     YEAR ENDED AUGUST 31,
PERFORMANCE               -------------------------------------------------------
(for a Share outstanding
throughout the period)      1995       1994     1993     1992     1991    1990++
- -----------------------------------------------------------------------------------
<S>                       <C>        <C>       <C>      <C>      <C>      <C>
Net asset value, begin-
 ning of period            $ 13.66    $ 12.66  $ 10.40  $ 10.08  $  8.88  $ 10.00
- -----------------------------------------------------------------------------------
Income from investment
operations
Net investment income         0.39       0.22     0.25     0.37     0.53     0.29
Net realized and
 unrealized gain (loss)      (0.64)      1.00     2.36     0.43     1.13    (1.33)
                          --------   --------  -------  -------  -------  -------
Total from investment
 operations                   0.25       1.22     2.61     0.80     1.66    (1.04)
                          --------   --------  -------  -------  -------  -------
Less distributions
Dividends from net in-
 vestment income             (0.21)     (0.22)   (0.35)   (0.48)   (0.37)   (0.08)
Distributions from net
 realized gains                --       (0.00)   (0.00)   (0.00)   (0.09)   (0.00)
                          --------   --------  -------  -------  -------  -------
Total distributions          (0.21)     (0.22)   (0.35)   (0.48)   (0.46)   (0.08)
                          --------   --------  -------  -------  -------  -------
Change in net asset
 value for the period        (0.46)      1.00     2.26     0.32     1.20    (1.12)
- -----------------------------------------------------------------------------------
Net asset value, end of
 period                    $ 13.20    $ 13.66  $ 12.66  $ 10.40  $ 10.08  $  8.88
- -----------------------------------------------------------------------------------
TOTAL RETURN+                (1.74)%     9.69%   25.94%    8.29%   20.06%  (10.48)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of pe-
 riod (000)               $130,149   $131,544  $61,820  $36,955  $32,830  $10,065
Ratio to average net as-
 sets of:
 Expenses                     1.55%      1.58%    1.68%    1.69%    1.98%    2.77%*
 Expenses, net of reim-
  bursement                   1.55%      1.58%    1.68%    1.69%    1.25%    1.25%*
 Net investment income        3.05%      1.97%    2.60%    3.64%    5.48%    3.59%*
Portfolio turnover rate      38.69%     32.34%   19.74%   32.35%   25.24%    9.54%
- -----------------------------------------------------------------------------------
</TABLE>    
++Period from September 12, 1989 (commencement of operations) to August 31,
  1990.
+ Not annualized in periods of less than one year. Does not reflect sales
  charges.
* Annualized.
 
  During the fiscal year ended August 31, 1991, Templeton Funds Management,
Inc., the Fund's previous business manager, voluntarily limited the total
expenses (excluding interest, taxes, brokerage commissions and extraordinary
expenses) of the Fund to an annual rate of 1.25% of the Fund's average net
assets. Effective September 1, 1991, this expense limitation was terminated.
 
                                       3
<PAGE>
 
                        
                     FINANCIAL HIGHLIGHTS (continued)     
 
<TABLE>   
<CAPTION>
                                                     CLASS II
                                                     --------
                                                  FOR THE PERIOD
                                                    MAY 1, 1995
PER SHARE OPERATING PERFORMANCE                       THROUGH
(for a Share outstanding throughout the period)  AUGUST 31, 1995++
- ------------------------------------------------------------------
<S>                                              <C>
Net asset value,
 beginning of period                                  $ 12.25
- ------------------------------------------------------------------
Income from investment
 operations
Net investment income                                    0.03
Net realized and
 unrealized gain (loss)                                  0.89
                                                      -------
Total from investment
 operations                                              0.92
- ------------------------------------------------------------------
Net asset value, end of
 period                                               $ 13.17
- ------------------------------------------------------------------
TOTAL RETURN+                                            7.51%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period (000)                                         $ 1,823
Ratio to average net
 assets of:
 Expenses                                                2.26%*
 Net investment income                                   1.71%*
- ------------------------------------------------------------------
</TABLE>    
   
++Commencement of offering of Shares.     
   
+ Not annualized in periods of less than one year. Does not reflect sales
  charges.     
   
* Annualized.     
 
 
                                       4
<PAGE>
 
                              GENERAL DESCRIPTION
   
  Templeton Real Estate Securities Fund (the "Fund") was organized as a
Massachusetts business trust on July 17, 1989, and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
diversified management investment company. The Fund has two classes of Shares
of beneficial interest with a par value of $0.01: Templeton Real Estate
Securities Fund--Class I and Templeton Real Estate Securities Fund--Class II.
All Fund Shares outstanding before May 1, 1995 have been redesignated as Class
I Shares, and will retain their previous rights and privileges, except for
legally required modifications to Shareholder voting procedures, as discussed
in "General Information--Voting Rights."     
   
  Shares of the Fund may be purchased (minimum investment of $100 initially
and $25 thereafter) at the current public Offering Price. The current public
Offering Price of the Class I Shares is equal to the net asset value per Share
(see "How to Buy Shares of the Fund--Net Asset Value"), plus a variable sales
charge not exceeding 5.75% of the Offering Price depending upon the amount
invested. The current public Offering Price of the Class II Shares is equal to
the net asset value per Share, plus a sales charge of 1% of the amount
invested. (See "How to Buy Shares of the Fund.")     
   
  INVESTMENT OBJECTIVES AND POLICIES. The Fund's principal investment
objective is long-term capital growth, with current income as a secondary
objective, which it seeks to achieve by investing primarily in securities of
issuers throughout the world which are principally engaged in or related to
the real estate industry or which own significant real estate assets. The Fund
will not invest directly in real estate. There can be no assurance that the
Fund's investment objective will be achieved.     
   
  Under normal conditions, the Fund will invest not less than 65% of its total
assets in securities of issuers listed on United States or foreign securities
exchanges or NASDAQ which are principally engaged in or related to the real
estate industry. A company is "principally engaged in or related to the real
estate industry" if at least 50% of its assets (marked-to-market), gross
income or net profits are attributable to ownership, construction, management
or sale of residential, commercial or industrial real estate, or to products
or services that are related to the real estate industry. Real estate industry
companies are defined as: equity real estate investment trusts, which pool
investors' funds for investment primarily in commercial real estate
properties; mortgage real estate investment trusts, which invest pooled funds
principally in real estate-related loans; brokers or real estate developers;
and issuers with substantial real estate holdings. Issuers whose products and
services are related to the real estate industry are defined as manufacturers
and distributors of building supplies and financial institutions which issue
or service mortgages.     
   
  Although the Fund generally invests in common stocks, it may also invest in
preferred stocks and, consistent with its secondary objective of current
income, in debt securities of issuers in the real estate industry. In addition
to these securities, the Fund may invest up to 35% of its total assets in
equity and debt securities of companies outside the real estate industry. Debt
securities purchased by the Fund (which may include structured investments, as
described in the SAI under "Investment Objectives and Policies--Structured
Investments") will be rated no lower than A by Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Corporation ("S&P") or if not so rated,
believed by Templeton Global Advisors Limited (the "Investment Manager") to be
of comparable quality, and may have an average weighted maturity of up to 30
years.     
 
  Whenever, in the judgment of the Investment Manager, market or economic
conditions warrant, the Fund may, for temporary defensive purposes, invest
without limit in money market securities, denominated in dollars or in the
currency of any foreign country, issued by entities organized in the U.S. or
any foreign country, such as: short-term (less than 12 months to maturity) and
medium-term (not greater than five years to maturity) obligations issued or
guaranteed by the U.S. Government or the government of a foreign country,
their agencies or instrumentalities; finance company and corporate commercial
paper and other short-term corporate obligations, in each case rated Prime-1
by Moody's or A or better by S&P or, if unrated, of comparable quality as
determined by the Investment
 
                                       5
<PAGE>
 
Manager; and repurchase agreements with banks and broker-dealers with respect
to such securities. In addition, for temporary defensive purposes, the Fund
may invest up to 25% of its total assets in obligations (including
certificates of deposit, time deposits and bankers' acceptances) of banks;
provided that the Fund will limit its investment in time deposits for which
there is a penalty for early withdrawal to 10% of its total assets.
 
  The Fund may invest no more than 5% of its total assets in securities issued
by any one company or government exclusive of U.S. Government securities. The
Fund may not invest more than 5% of its total assets in warrants (exclusive of
warrants acquired in units or attached to securities) nor more than 10% of its
total assets in securities with a limited trading market. The investment
objectives and policies described above, as well as the investment
restrictions described in the SAI, cannot be changed without Shareholder
approval.
 
  The Fund may also lend its portfolio securities and borrow money for
investment purposes ( i.e., "leverage" its portfolio). In addition, the Fund
may enter into transactions in options on securities and securities indices,
forward foreign currency contracts, and futures contracts and related options.
These investment techniques are described below and under the heading
"Investment Objectives and Policies" in the SAI.
 
  The Fund does not intend to emphasize short-term trading profits and usually
expects to have a portfolio turnover rate not exceeding 100%.
 
                             INVESTMENT TECHNIQUES
 
  The Fund is authorized to use the various investment techniques described
below. Although these strategies are regularly used by some investment
companies and other institutional investors in various markets, some of these
strategies cannot at the present time be used to a significant extent by the
Fund in some of the markets in which the Fund will invest and may not be
available for extensive use in the future.
 
  REPURCHASE AGREEMENTS. Consistent with its secondary objective of current
income, when the Fund acquires a security from a bank or a registered broker-
dealer, it may simultaneously enter into a repurchase agreement, wherein the
seller agrees to repurchase the security at a specified time and price. The
repurchase price is in excess of the purchase price by an amount which
reflects an agreed-upon rate of return, which is not tied to the coupon rate
on the underlying security. Under the 1940 Act, repurchase agreements are
considered to be loans collateralized by the underlying security and therefore
will be fully collateralized. However, if the seller should default on its
obligation to repurchase the underlying security, the Fund may experience
delay or difficulty in exercising its rights to realize upon the security and
may incur a loss if the value of the security should decline, as well as incur
disposition costs in liquidating the security.
 
  BORROWING. The Fund may borrow up to 30% of the value of its assets to
increase its holdings of portfolio securities. Under the 1940 Act, the Fund is
required to maintain continuous asset coverage of 300% with respect to such
borrowings and to sell (within three days) sufficient portfolio holdings to
restore such coverage if it should decline to less than 300% due to market
fluctuations or otherwise, even if such liquidations of the Fund's portfolio
are disadvantageous from an investment standpoint. Leveraging by means of
borrowing may exaggerate the effect of any increase or decrease in the value
of portfolio securities on the Fund's net asset value, and money borrowed will
be subject to interest and other costs (which may include commitment fees
and/or the cost of maintaining minimum average balances) which may or may not
exceed the income received from the securities purchased with borrowed funds.
 
  LOANS OF PORTFOLIO SECURITIES. Consistent with its secondary objective of
current income, the Fund may lend to broker-dealers portfolio securities with
an aggregate market value of up to one-third of its total assets. Such loans
must be secured by collateral
 
                                       6
<PAGE>
 
(consisting of any combination of cash, U.S. Government securities or
irrevocable letters of credit) in an amount at least equal (on a daily marked-
to-market basis) to the current market value of the securities loaned. The
Fund may terminate the loans at any time and obtain the return of the
securities loaned within five business days. The Fund will continue to receive
any interest or dividends paid on the loaned securities and will continue to
have voting rights with respect to the securities.
 
  OPTIONS ON SECURITIES AND STOCK INDICES. In order to increase its return or
to hedge all or a portion of its portfolio investments, the Fund may write
(i.e., sell) covered put and call options and purchase put and call options on
securities or stock indices that are traded on United States and foreign
exchanges or in the over-the-counter markets. An option on a security is a
contract that gives the purchaser the option, in return for the premium paid,
the right to buy a specified security (in the case of a call option) or to
sell a specified security (in the case of a put option) from or to the writer
of the option at a designated price during the term of the option. An option
on a stock index gives the purchaser of the option, in return for the premium
paid, the right to receive from the seller cash equal to the difference
between the closing price of the index and the exercise price of the option.
The Fund may write a call or put option only if the option is "covered." This
means that so long as the Fund is obligated as the writer of a call option, it
will own the underlying securities subject to the call, or hold a call at the
same or lower exercise price, for the same exercise period, and on the same
securities as the written call. A put is covered if the Fund maintains liquid
assets with a value equal to the exercise price in a segregated account, or
holds a put on the same underlying security at an equal or greater exercise
price. The value of the underlying securities on which options may be written
at any one time will not exceed 15% of the total assets of the Fund. The Fund
will not purchase put or call options if the aggregate premium paid for such
options would exceed 5% of its total assets at the time of purchase.
 
  FORWARD FOREIGN CURRENCY CONTRACTS. The Fund may enter into forward foreign
currency exchange contracts ("forward contracts") to attempt to minimize the
risk to the Fund from adverse changes in the relationship between the U.S.
dollar and foreign currencies. A forward contract is an obligation to purchase
or sell a specific currency for an agreed price at a future date which is
individually negotiated and privately traded by currency traders and their
customers. The Fund will enter into forward contracts only under two
circumstances. First, when the Fund enters into a contract for the purchase or
sale of a security denominated in a foreign currency, it may desire to "lock
in" the U.S. dollar price of the security in relation to another currency by
entering into a forward contract to buy the amount of foreign currency needed
to settle the transaction. Second, when the Investment Manager believes that
the currency of a particular foreign country may suffer or enjoy a substantial
movement against another currency, it may enter into a forward contract to
sell or buy the amount of the former foreign currency (or another currency
which acts as a proxy for that currency) approximating the value of some or
all of the Fund's portfolio securities denominated in such foreign currency.
The second investment practice is generally referred to as "cross-hedging."
The Fund's forward transactions may call for the delivery of one foreign
currency in exchange for another foreign currency and may at times not involve
currencies in which its portfolio securities are denominated. The Fund will
not enter into forward foreign currency contracts if, as a result, the Fund
will have more than 20% of the value of its total assets committed to the
consummation of such contracts.
 
  FUTURES CONTRACTS. For hedging purposes only, the Fund may buy and sell
financial futures contracts, stock and bond index futures contracts, foreign
currency futures contracts and options on any of the foregoing. A financial
futures contract is an agreement between two parties to buy or sell a
specified debt security at a set price on a future date. An index futures
contract is an agreement to take or make delivery of an amount of cash based
on the difference between the value of the index at the beginning and at the
end of the contract period. A futures contract on a foreign currency is an
agreement to buy or sell a specified amount of a currency for a set price on a
future date.
 
  When the Fund enters into a futures contract, it must make an initial
deposit, known as "initial margin," as a partial guarantee of its performance
under the contract. As the value of the security, index or currency
fluctuates, either party to the contract is required to make additional margin
payments, known as "variation margin," to cover any additional obligation it
may have under the contract. In
 
                                       7
<PAGE>
 
addition, when the Fund enters into a futures contract, it will segregate
assets or "cover" its position in accordance with the 1940 Act. See
"Investment Objectives and Policies -- Futures Contracts" in the SAI.
 
  The Fund may not commit more than 5% of its total assets to initial margin
deposits on futures contracts. The value of the underlying securities on which
futures will be written at any one time will not exceed 25% of the total
assets of the Fund.
 
  DEPOSITARY RECEIPTS. The Fund may purchase sponsored or unsponsored American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global
Depositary Receipts ("GDRs") (collectively, "Depositary Receipts"). ADRs are
Depositary Receipts typically used by a U.S. bank or trust company which
evidence ownership of underlying securities issued by a foreign corporation.
EDRs and GDRs are typically issued by foreign banks or trust companies,
although they also may be issued by U.S. banks or trust companies, and
evidence ownership of underlying securities issued by either a foreign or a
United States corporation. Generally, Depositary Receipts in registered form
are designed for use in the U.S. securities market and Depositary Receipts in
bearer form are designed for use in securities markets outside the United
States. Depositary Receipts may not necessarily be denominated in the same
currency as the underlying securities into which they may be converted.
Depositary Receipts may be issued pursuant to sponsored or unsponsored
programs. In sponsored programs, an issuer has made arrangements to have its
securities traded in the form of Depositary Receipts. In unsponsored programs,
the issuer may not be directly involved in the creation of the program.
Although regulatory requirements with respect to sponsored and unsponsored
programs are generally similar, in some cases it may be easier to obtain
financial information from an issuer that has participated in the creation of
a sponsored program. Accordingly, there may be less information available
regarding issuers of securities underlying unsponsored programs and there may
not be a correlation between such information and the market value of the
Depositary Receipts. Depositary Receipts also involve the risks of other
investments in foreign securities, as discussed below. For purposes of the
Fund's investment policies, the Fund's investments in Depositary Receipts will
be deemed to be investments in the underlying securities.
 
                                 RISK FACTORS
   
  Shareholders should understand that all investments involve risk and there
can be no guarantee against loss resulting from an investment in the Fund, nor
can there be any assurance that the Fund's investment objectives will be
attained. As with any investment in securities, the value of, and income from,
an investment in the Fund can decrease as well as increase depending on a
variety of factors which may affect the values and income generated by the
Fund's portfolio securities, including general economic conditions and market
factors. In addition to the factors which affect the value of individual
securities, a Shareholder may anticipate that the value of the Shares of the
Fund will fluctuate with movements in the broader equity and bond markets. A
decline in the stock market of any country in which the Fund is invested may
also be reflected in declines in the price of Shares of the Fund. Changes in
currency valuations will also affect the price of Shares of the Fund. History
reflects both decreases and increases in worldwide stock markets and currency
valuations, and these may reoccur unpredictably in the future. The value of
debt securities held by the Fund generally will vary inversely with changes in
prevailing interest rates. Additionally, investment decisions made by the
Investment Manager will not always be profitable or prove to have been
correct. The Fund is intended as an investment vehicle for those investors
seeking long term capital growth and is not intended as a complete investment
program.     
 
  Because the Fund invests primarily in the real estate industry, it could
conceivably own real estate directly as a result of a default on debt
securities it owns. The Fund, therefore, may be subject to certain risks
associated with the direct ownership of real estate, including declines in the
value of real estate, risks related to general and local economic conditions,
overbuilding and increased competition, increases in property taxes and
operating expenses, changes in zoning laws, casualty or condemnation losses,
variations in rental income, changes in neighborhood values, the appeal of
properties to tenants and increases in interest rates. If the Fund has
 
                                       8
<PAGE>
 
rental income or income from the disposition of real property, the receipt of
such income may adversely affect its ability to retain its tax status as a
regulated investment company. See "Tax Status" in the SAI.
 
  In addition, equity real estate investment trusts may be affected by changes
in the value of the underlying property owned by the trusts, while mortgage
real estate investment trusts may be affected by the quality of credit
extended. Equity and mortgage real estate investment trusts are dependent upon
management skill, may not be diversified and are subject to the risks of
financing projects. Such trusts are also subject to heavy cash flow
dependency, defaults by borrowers, self-liquidation and the possibility of
failing to qualify for tax-free pass-through of income under the Internal
Revenue Code and to maintain exemption from the 1940 Act. Changes in interest
rates may also affect the value of the debt securities in the Fund's
portfolio. By investing in real estate investment trusts indirectly through
the Fund, a Shareholder will bear not only his proportionate share of the
expenses of the Fund, but also, indirectly, similar expenses of the real
estate investment trusts.
 
  The Fund may borrow to the extent permitted above. Borrowing may exaggerate
the effect on the Fund's net asset value of any increase or decrease in the
value of the Fund's portfolio securities. Money borrowed will be subject to
interest and other costs (which may include commitment fees and/or the cost of
maintaining minimum average balances) which may or may not exceed the income
received from the securities purchased with borrowed funds.
   
  The Fund has an unlimited right to purchase securities in any developed
foreign country, and may invest up to 10% of its total assets in securities in
developing countries. Investors should consider carefully the substantial
risks involved in investing in securities issued by companies and governments
of foreign nations, which are in addition to the usual risks inherent in
domestic investments. There is the possibility of expropriation,
nationalization or confiscatory taxation, taxation of income earned in foreign
nations or other taxes imposed with respect to investments in foreign nations,
foreign exchange controls (which may include suspension of the ability to
transfer currency from a given country), foreign investment controls on daily
stock market movements, default in foreign government securities, political or
social instability, or diplomatic developments which could affect investments
in securities of issuers in foreign nations. Some countries may withhold
portions of interest and dividends at the source. In addition, in many
countries there is less publicly available information about issuers than is
available in reports about companies in the United States. Foreign companies
are not generally subject to uniform accounting and auditing and financial
reporting standards, and auditing practices and requirements may not be
comparable to those applicable to U.S. companies. The Fund may encounter
difficulties or be unable to vote proxies, exercise shareholder rights, pursue
legal remedies, and obtain judgments in foreign courts.     
   
  Brokerage commissions, custodial services and other costs relating to
investment in foreign countries are generally more expensive than in the
United States. Foreign securities markets also have different clearance and
settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Delays in
settlement could result in temporary periods when assets of the Fund are
uninvested and no return is earned thereon. The inability of the Fund to make
intended security purchases due to settlement problems could cause the Fund to
miss attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result either in losses to the
Fund due to subsequent declines in value of the portfolio security or, if the
Fund has entered into a contract to sell the security, could result in
possible liability to the purchaser.     
   
  In many foreign countries, there is less government supervision and
regulation of business and industry practices, stock exchanges, brokers and
listed companies than in the United States. There is an increased risk,
therefore, of uninsured loss due to lost, stolen, or counterfeit stock
certificates. In addition, the foreign securities markets of many of the
countries in which the Fund may invest may also be smaller, less liquid, and
subject to greater price volatility than those in the United States. The Fund
may invest in Eastern European countries, which involves special risks that
are described under "Risk Factors" in the SAI.     
 
                                       9
<PAGE>
 
  Prior governmental approval of foreign investments may be required under
certain circumstances in some developing countries, and the extent of foreign
investment in domestic companies may be subject to limitation in other
developing countries. Foreign ownership limitations also may be imposed by the
charters of individual companies in developing countries to prevent, among
other concerns, violation of foreign investment limitations.
 
  Repatriation of investment income, capital and proceeds of sales by foreign
investors may require governmental registration and/or approval in some
developing countries. The Fund could be adversely affected by delays in or a
refusal to grant any required governmental registration or approval for such
repatriation.
 
  Further, the economies of developing countries generally are heavily
dependent upon international trade and, accordingly, have been and may
continue to be adversely affected by trade barriers, exchange controls,
managed adjustments in relative currency values and other protectionist
measures imposed or negotiated by the countries with which they trade. These
economies also have been and may continue to be adversely affected by economic
conditions in the countries with which they trade.
 
  The Fund usually effects currency exchange transactions on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign exchange market.
However, some price spread on currency exchange (to cover service charges)
will be incurred when the Fund converts assets from one currency to another.
 
  Successful use of futures contracts and related options is subject to
special risk considerations. A liquid secondary market for any futures or
options contract may not be available when a futures position is sought to be
closed. In addition, there may be an imperfect correlation between movements
in the securities or foreign currency on which the futures or options contract
is based and movements in the securities or currency in the Fund's portfolio.
As there is currently no index of real estate industry securities, the Fund's
use of stock index futures may involve a greater correlation risk than does
use of such futures by funds whose portfolios more closely match the
composition of stock indices. Successful use of futures or options contracts
is further dependent on the Investment Manager's ability to correctly predict
movements in the securities or foreign currency markets and no assurance can
be given that its judgment will be correct. Successful use of options on
securities or stock indices is subject to similar risk considerations.
 
  There are further risk considerations, including possible losses through the
holding of securities in domestic and foreign custodian banks and
depositories, described in the SAI.
 
                         HOW TO BUY SHARES OF THE FUND
   
  Shares of the Fund may be purchased at the Offering Price through any broker
which has a dealer agreement with Franklin Templeton Distributors, Inc.
("FTD"), the Principal Underwriter of the Shares of the Fund, or directly from
FTD upon receipt by FTD of a completed Shareholder Application and check
payable in U.S. currency. Shares of both classes of the Fund are offered at
their respective public Offering Prices, which are determined by adding the
net asset value per Share plus a front-end sales charge, next computed (i)
after the Shareholder's securities dealer receives the order which is promptly
transmitted to the Fund or (ii) after receipt of an order by mail from the
Shareholder directly in proper form (which generally means a completed
Shareholder Application accompanied by a negotiable check). The minimum
initial investment is $100, and subsequent investments must be $25 or more.
These minimums may be waived when the Shares are being purchased through
retirement plans providing for regular periodic investments, as described
below under "Retirement Plans."     
 
                                      10
<PAGE>
 
   
  DIFFERENCES BETWEEN CLASS I AND CLASS II. The differences between Class I
and Class II Shares lie primarily in their front-end and contingent deferred
sales charges and Rule 12b-1 fees as described below.     
 
  Class I. All Fund Shares outstanding before the implementation of the
multiclass structure have been redesignated as Class I Shares, and will retain
their previous rights and privileges. Voting rights of each class will be the
same on matters affecting the Fund as a whole, but each will vote separately
on matters affecting its class. Class I Shares are generally subject to a
variable sales charge upon purchase and not subject to any sales charge upon
redemption. Class I Shares are subject to Rule 12b-1 fees of up to an annual
maximum of 0.25% of average daily net assets of such Shares. With this
multiclass structure, Class I Shares have higher front-end sales charges than
Class II Shares and comparatively lower Rule 12b-1 fees. Class I Shares may be
purchased at reduced front-end sales charges, or at net asset value if certain
conditions are met. In most circumstances, contingent deferred sales charges
will not be assessed against redemptions of Class I Shares. See "Management of
the Fund" and "How to Sell Shares of the Fund" for more information.
   
  Class II. The current public Offering Price of Class II Shares is equal to
the net asset value per Share, plus a front-end sales charge of 1% of the
amount invested. Class II Shares are also subject to a contingent deferred
sales charge of 1% if Shares are redeemed within 18 months of the calendar
month of the purchase. In addition, Class II Shares are subject to Rule 12b-1
fees of up to a maximum of 1% per annum of average daily net assets of such
Shares, 0.75% of which will be retained by FTD during the first year of
investment. Class II Shares have lower front-end sales charges than Class I
Shares and comparatively higher Rule 12b-1 fees. See "How to Sell Shares of
the Fund--Contingent Deferred Sales Charge."     
 
  Purchases of Class II Shares are limited to purchases below $1 million. Any
purchases of $1 million or more will automatically be invested in Class I
Shares, since that is more beneficial to investors. Such purchases, however,
may be subject to a contingent deferred sales charge. Investors may exceed $1
million in Class II Shares by cumulative purchases over a period of time.
Investors who intend to make investments exceeding $1 million, however, should
consider purchasing Class I Shares through a Letter of Intent instead of
purchasing Class II Shares.
   
  DECIDING WHICH CLASS TO PURCHASE. Investors should carefully evaluate their
anticipated investment amount and time horizon prior to determining which
class of Shares to purchase. Generally, an investor who expects to invest less
than $50,000 in the Franklin Templeton Funds and who expects to make
substantial redemptions within approximately six years or less of investment
should consider purchasing Class II Shares. However, the higher Rule 12b-1
fees on the Class II Shares will result in higher operating expenses, which
will accumulate over time to outweigh the difference in front-end sales
charges, and will lower income dividends for Class II Shares. For this reason,
Class I Shares may be more attractive to long-term investors even if no sales
charge reductions are available to them.     
   
  Investors who qualify to purchase Class I Shares at reduced sales charges
definitely should consider purchasing Class I Shares, especially if they
intend to hold their Shares approximately six years or more. Investors who
qualify to purchase Class I Shares at reduced sales charges but who intend to
hold their Shares less than approximately six years should evaluate whether it
is more economical to purchase Class I Shares through a Letter of Intent or
under cumulative quantity discount rather than purchasing Class II Shares.
INVESTORS INVESTING $1 MILLION OR MORE IN A SINGLE PAYMENT AND OTHER INVESTORS
WHO QUALIFY TO PURCHASE CLASS I SHARES AT NET ASSET VALUE WILL BE PRECLUDED
FROM PURCHASING CLASS II SHARES.     
 
  Each class represents the same interest in the investment portfolio of the
Fund and has the same rights, except that each class has a different sales
charge, bears the separate expenses of its Rule 12b-1 distribution plan, and
has exclusive voting rights with respect to such plan. The two classes also
have separate exchange privileges.
       
       
                                      11

<PAGE>
 
   
  Each class also has a separate schedule for compensating securities dealers
for selling Fund Shares. Investors should take all of the factors regarding an
investment in each class into account before deciding which class of Shares to
purchase.     
   
  OFFERING PRICE--CLASS I. The sales charge for Class I Shares is a variable
percentage of the Offering Price depending upon the amount of the sale. The
method of calculating net asset value per Share is described below under "Net
Asset Value."     
   
  The price to the public on purchases of Class I Shares made by a single
purchaser, by an individual together with his or her spouse and their children
under age 21 and grandchildren under age 21, or by a single trust or fiduciary
account other than an employee benefit plan holding Shares of the Fund on or
before February 1, 1995, is the net asset value per Share plus a sales charge
not exceeding 5.75% of the Offering Price (equivalent to 6.10% of the net
asset value), which is reduced on larger sales as shown below.     
 
<TABLE>
<CAPTION>
                                      TOTAL SALES CHARGE
                         --------------------------------------------
                          AS A PERCENTAGE OF     AS A PERCENTAGE OF        PORTION OF TOTAL
AMOUNT OF SALE           OFFERING PRICE OF THE NET ASSET VALUE OF THE       OFFERING PRICE
AT OFFERING PRICE          SHARES PURCHASED       SHARES PURCHASED    RETAINED BY DEALERS/1/,/3/
- -----------------        --------------------- ---------------------- --------------------------
<S>                      <C>                   <C>                    <C>
Less than $50,000.......         5.75%                 6.10%                    5.00%
$50,000 but less than
 $100,000...............         4.50%                 4.71%                    3.75%
$100,000 but less than
 $250,000...............         3.50%                 3.63%                    2.80%
$250,000 but less than
 $500,000...............         2.50%                 2.56%                    2.00%
$500,000 but less than
 $1,000,000.............         2.00%                 2.04%                    1.60%
$1,000,000 or more......         none                   none                (see below)/2/
</TABLE>
- -------
 /1/ Financial institutions or their affiliated brokers may receive an agency
     transaction fee in the percentages set forth above.

 /2/ The following commissions will be paid by FTD, from its own resources, to
     securities dealers who initiate and are responsible for purchases of $1
     million or more; 1% on sales of $1 million but less than $2 million, plus
     0.80% on sales of $2 million but less than $3 million, plus 0.50% on sales
     of $3 million but less than $50 million, plus 0.25% on sales of $50 million
     but less than $100 million, plus 0.15% on sales of $100 million or more.
     Dealer concession breakpoints are reset every 12 months for purposes of
     additional purchases.
   
 /3/ At the discretion of FTD, all sales charges may at times be reallowed to
     the securities dealer. If 90% or more of the sales commission is reallowed,
     such securities dealer may be deemed to be an underwriter as that term is
     defined in the Securities Act of 1933.     
   
  No front-end sales charge applies to investments of $1 million or more, but
a contingent deferred sales charge of 1% is imposed on certain redemptions of
all or a portion of investments of $1 million or more within 12 months of the
calendar month of such investments ("contingency period"). See "How to Sell
Shares of the Fund--Contingent Deferred Sales Charge."     
   
  The size of a transaction which determines the applicable sales charge on
the purchases of Class I Shares is determined by adding the amount of the
Shareholder's current purchase plus the cost or current value (whichever is
higher) of a Shareholder's existing investment in one or more of the funds in
the Franklin Group of Funds (R) and the Templeton Family of Funds. Included
for three aggregation purposes are (i) the mutual funds in the Franklin Group
of Funds (R) except Franklin Valuemark Funds and Franklin Government
Securities Trust (the "Franklin Funds"); (ii) other investment products
underwritten by FTD or its affiliates (although certain investments may not
have the same schedule of sales charges and/or may not be subject to
reduction); and (iii) the U.S.-registered mutual funds in the Templeton Family
of Funds except Templeton Capital Accumulator Fund, Inc., Templeton Variable
Annuity Fund, and Templeton Variable Products Series Fund (the "Templeton
Funds"). (Franklin Funds and Templeton Funds are collectively referred to as
the "Franklin Templeton Funds.") Sales charge reductions based upon aggregate
holdings of (i), (ii) or (iii) above ("Franklin Templeton Investments") may be
effective only after notification to FTD that the investment qualifies for a
discount.     
 
  Other Payments to Securities Dealers. FTD, or one of its affiliates, may
make payments, from its own resources, of up to 1% of the amount purchased, to
securities dealers who initiate and are responsible for purchases made at net
asset value by certain designated retirement plans (as defined below)
(excluding IRA and IRA rollovers), certain non-designated plans (as defined
below), certain trust
 
                                      12
<PAGE>
 
companies and trust departments of banks and certain retirement plans of
organizations with collective retirement plan assets of $10 million or more.
See definitions under "Description of Special Net Asset Value Purchases" below
and as set forth in the SAI.
 
  A sales charge of 4% of the Offering Price (4.17% of the net asset value) is
applicable to all purchases of Shares made for any qualified or non-qualified
employee benefit plan account which is a Shareholder in the Fund on or before
February 1, 1995. Of the 4% sales charge applicable to such purchases, 3.20%
of the Offering Price will be retained by dealers.
   
  Cumulative Quantity Discount. The schedule of reduced sales charges also may
be applied to qualifying sales of Class I Shares on a cumulative basis. For
this purpose, the dollar amount of the sale is added to the higher of (i) the
value (calculated at the applicable Offering Price) or (ii) the purchase
price, of Franklin Templeton Investments. The cumulative quantity discount
applies to Franklin Templeton Investments owned at the time of purchase by the
purchaser, his or her spouse, their children under age 21 and their
grandchildren under age 21. In addition, the aggregate investments of a
trustee or other fiduciary account (for an account under exclusive investment
authority) may be considered in determining whether a reduced sales charge is
available, even though there may be a number of beneficiaries of the account.
For example, if the investor held Class I Shares valued at $40,000 (or, if
valued at less than $40,000, had been purchased for $40,000) and purchased an
additional $20,000 of the Fund's Class I Shares, the sales charge for the
$20,000 purchase would be at the rate of 4.50%. It is FTD's policy to give
investors the best sales charge rate possible; however, there can be no
assurance that an investor will receive the appropriate discount unless, at
the time of placing the purchase order, the investor or the dealer makes a
request for the discount and gives FTD sufficient information to determine
whether the purchase will qualify for the discount. On telephone orders from
dealers for the purchase of Class I Shares to be registered in "street name,"
FTD will accept the dealer's instructions with respect to the applicable sales
charge rate to be applied. The cumulative quantity discount may be amended or
terminated at any time.     
   
  Letter of Intent. An investor may be eligible for reduced sales charges on
all investments in Class I Shares by means of a Letter of Intent ("LOI") which
expresses the investor's intention to invest a certain amount within a 13-
month period in Class I Shares of the Fund or any other Franklin Templeton
Fund. See the Shareholder Application. Except for certain employee benefit
plans, the minimum initial investment under an LOI is 5% of the total LOI
amount. Except for Shares purchased by certain employee benefit plans, Shares
purchased with the first 5% of such amount will be held in escrow to secure
payment of the higher sales charge applicable to the Shares actually purchased
if the full amount indicated is not purchased, and such escrowed Shares will
be involuntarily redeemed to pay the additional sales charge, if necessary. A
purchase not originally made pursuant to an LOI may be included under a
subsequent LOI executed within 90 days of the purchase. Any redemptions made
by Shareholders, other than by certain employee benefit plans, during the 13-
month period will be subtracted from the amount of the purchases for purposes
of determining whether the terms of the LOI have been completed. For a further
description of the LOI, see "Purchase, Redemption and Pricing of Shares --
 Letter of Intent" in the SAI.     
 
  Group Purchases. An individual who is a member of a qualified group may also
purchase Class I Shares of the Fund at the reduced sales charge applicable to
the group as a whole. The sales charge is based upon the aggregate dollar
value of Class I Shares previously purchased and still owned by the group,
plus the amount of the current purchase. For example, if members of the group
had previously invested and still held $80,000 of Class I Shares and now were
investing $25,000, the sales charge would be 3.50%. Information concerning the
current sales charge applicable to a group may be obtained by contacting FTD.
 
  A "qualified group" is one which (i) has been in existence for more than six
months, (ii) has a purpose other than acquiring Fund Shares at a discount, and
(iii) satisfies uniform criteria which enable FTD to realize economies of
scale in its costs of distributing Shares. A qualified group must have more
than 10 members, must be available to arrange for group meetings between
representatives of the Fund or FTD and the members, must agree to include
sales and other materials related to the Fund in its publications and mailings
to members at reduced or no cost to FTD, and must seek to arrange for payroll
deduction or other bulk transmission of investments to the Fund.
 
                                      13
<PAGE>
 
  If an investor selects a payroll deduction plan, subsequent investments will
be automatic and will continue until such time as the investor notifies the
Fund and the investor's employer to discontinue further investments. Due to
the varying procedures to prepare, process and forward the payroll deduction
information to the Fund, there may be a delay between the time of the payroll
deduction and the time the money reaches the Fund. The investment in the Fund
will be made at the Offering Price per Share determined on the day that both
the check and payroll deduction data are received in required form by the
Fund.
 
  OFFERING PRICE--CLASS II. Unlike Class I Shares, the front-end sales charges
and dealer concessions for Class II Shares do not vary depending on the amount
of purchase. The total sales charges or underwriting commissions and dealer
concessions for Class II Shares are set forth below.
 
<TABLE>
<CAPTION>
                                       TOTAL SALES CHARGE
                          --------------------------------------------
                           AS A PERCENTAGE OF     AS A PERCENTAGE OF     PORTION OF TOTAL
AMOUNT OF SALE            OFFERING PRICE OF THE NET ASSET VALUE OF THE    OFFERING PRICE
AT OFFERING PRICE           SHARES PURCHASED       SHARES PURCHASED    RETAINED BY DEALERS*
- -----------------         --------------------- ---------------------- --------------------
<S>                       <C>                   <C>                    <C>
any amount (less than $1
 million)...............          1.00%                  1.01%                 1.00%
</TABLE>
- -------
   
 * FTD, or one of its affiliates, may make additional payments to securities
   dealers, from its own resources, of up to 1% of the amount invested. During
   the first year following a purchase of Class II Shares, FTD may retain a
   portion of the Rule 12b-1 fees assessed on those Shares to partially recoup
   fees FTD pays to securities dealers.     
 
  Class II Shares redeemed within 18 months of their purchase will be assessed
a contingent deferred sales charge of 1% on the lesser of the then-current net
asset value or the net asset value of such Shares at the time of purchase,
unless such charge is waived as described under "How to Sell Shares of the
Fund--Contingent Deferred Sales Charge."
   
  NET ASSET VALUE PURCHASES (BOTH CLASSES). Class I Shares may be purchased
without the imposition of a front-end sales charge ("net asset value") or a
contingent deferred sales charge by (i) officers, trustees, directors, and
full-time employees of the Fund, any of the Franklin Templeton Funds, or
Franklin Resources, Inc. and its subsidiaries (the "Franklin Templeton
Group"), and their spouses and family members, including any subsequent
payments made by such parties after cessation of employment; (ii) companies
exchanging Shares with or selling assets pursuant to a merger, acquisition or
exchange offer; (iii) insurance company separate accounts for pension plan
contracts; (iv) accounts managed by the Franklin Templeton Group; (v)
shareholders of Templeton Institutional Funds, Inc. reinvesting redemption
proceeds from that fund under an employee benefit plan qualified under Section
401 of the Internal Revenue Code of 1986, as amended (the "Code"), in Shares
of the Fund; (vi) certain unit investment trusts and unit holders of such
trusts reinvesting their distributions from the trusts in the Fund; (vii)
registered securities dealers and their affiliates, for their investment
account only; and (viii) registered personnel and employees of securities
dealers and their affiliates, and by their spouses and family members, in
accordance with the internal policies and procedures of the employing
securities dealer.     
       
   
  For either Class I or Class II, the same class of Shares of the Fund may be
purchased at net asset value with the proceeds from (i) a redemption of Shares
of the Fund or shares of any other Franklin Templeton Fund, except any of the
Franklin Templeton money market funds (unless the redemption proceeds are from
Class I shares of a fund with a lower initial sales charge than that charged
by the Fund and have been held in that fund for less than six months), or (ii)
a dividend or distribution paid by any of the Franklin Templeton Funds, within
365 days after the date of the redemption or dividend or distribution. See
"How to Sell Shares of the Fund--Reinstatement Privilege." Class II
Shareholders may also invest such distributions at net asset value in a Class
I Franklin Templeton Fund.     
       
       
   
  Class I Shares may be purchased at net asset value and without the
imposition of a contingent deferred sales charge by investors who have, within
the past 60 days, redeemed an investment in a mutual fund which is not part of
the Franklin Templeton Funds, which was subject to a front-end sales charge or
a contingent deferred sales charge and which has investment objectives similar
to those of the Fund.     
 
 
                                      14
<PAGE>
 
  Class I Shares may be purchased at net asset value and without the
imposition of a contingent deferred sales charge by broker-dealers who have
entered into a supplemental agreement with FTD, or by registered investment
advisers affiliated with such broker-dealers, on behalf of their clients who
are participating in a comprehensive fee program (also known as a wrap fee
program).
   
  Class I Shares may be purchased at net asset value and without the
imposition of a contingent deferred sales charge by anyone who has taken a
distribution from an existing retirement plan already invested in the Franklin
Templeton Funds (including former participants of the Franklin Templeton
Profit Sharing 401(k) plan), to the extent of such distribution. In order to
exercise this privilege, a written order for the purchase of Shares of the
Fund must be received by Franklin Templeton Trust Company ("FTTC"), the Fund,
or Franklin Templeton Investor Services, Inc. (the "Transfer Agent") within
365 days after the plan distribution.     
 
  Class I Shares may also be purchased at net asset value and without the
imposition of a contingent deferred sales charge by any state, county or city,
or any instrumentality, department, authority or agency thereof which has
determined that the Fund is a legally permissible investment and which is
prohibited by applicable investment laws from paying a sales charge or
commission in connection with the purchase of shares of any registered
management investment company (an "eligible governmental authority"). SUCH
INVESTORS SHOULD CONSULT THEIR OWN LEGAL ADVISERS TO DETERMINE WHETHER AND TO
WHAT EXTENT THE SHARES OF THE FUND CONSTITUTE LEGAL INVESTMENTS FOR THEM.
Municipal investors considering investment of proceeds of bond offerings into
the Fund should consult with expert counsel to determine the effect, if any,
of various payments made by the Fund or its investment manager on arbitrage
rebate calculations. If an investment by an eligible governmental authority at
net asset value is made through a securities dealer who has executed a dealer
agreement with FTD, FTD or one of its affiliates may make a payment, out of
its own resources, to such securities dealer in an amount not to exceed 0.25%
of the amount invested. Contact Franklin Templeton Institutional Services for
additional information.
 
  DESCRIPTION OF SPECIAL NET ASSET VALUE PURCHASES. Class I Shares may also be
purchased at net asset value and without the imposition of a contingent
deferred sales charge by certain designated retirement plans, including
profit-sharing, pension, 401(k) and simplified employee pension plans
("designated plans"), subject to minimum requirements with respect to number
of employees or amount of purchase, which may be established by FTD.
Currently, those criteria require that the employer establishing the plan have
200 or more employees or that the amount invested or to be invested during the
subsequent 13-month period in the Fund or in any of the Franklin Templeton
Investments totals at least $1 million. Employee benefit plans not designated
above or qualified under Section 401 of the Code ("non-designated plans") may
be afforded the same privilege if they meet the above requirements as well as
the uniform criteria for qualified groups previously described under "Group
Purchases," which enable FTD to realize economies of scale in its sales
efforts and sales-related expenses.
 
  Class I Shares may be purchased at net asset value and without the
imposition of a contingent deferred sales charge by trust companies and bank
trust departments for funds over which they exercise exclusive discretionary
investment authority and which are held in a fiduciary, agency, advisory,
custodial or similar capacity. Such purchases are subject to minimum
requirements with respect to amount of purchase, which may be established by
FTD. Currently, those criteria require that the amount invested or to be
invested during the subsequent 13-month period in the Fund or any of the
Franklin Templeton Investments must total at least $1 million. Orders for such
accounts will be accepted by mail accompanied by a check, or by telephone or
other means of electronic data transfer directly from the bank or trust
company, with payment by federal funds received by the close of business on
the next business day following such order.
 
  Class I Shares may be purchased at net asset value and without the
imposition of a contingent deferred sales charge by trustees or other
fiduciaries purchasing securities for certain retirement plans of
organizations with collective retirement plan assets of $10 million or more,
without regard to where such assets are currently invested.
 
  Refer to the SAI for further information regarding net asset value purchases
of Class I Shares.
 
                                      15
<PAGE>
 
   
  ADDITIONAL DEALER COMPENSATION (BOTH CLASSES). FTD, or one of its
affiliates, from its own resources, may also provide additional compensation
to securities dealers in connection with sales of shares of the Franklin
Templeton Funds. Compensation may include financial assistance to securities
dealers in connection with conferences, sales or training programs for their
employees, seminars for the public, advertising, sales campaigns and/or
shareholder services and programs regarding one or more of the Franklin
Templeton Funds and other dealer-sponsored programs or events. In some
instances, this compensation may be made available only to certain securities
dealers whose representatives have sold or are expected to sell significant
amounts of shares of the Franklin Templeton Funds. Compensation may include
payment for travel expenses, including lodging, incurred in connection with
trips taken by invited registered representatives and members of their
families to locations within or outside of the United States for meetings or
seminars of a business nature. Securities dealers may not use sales of the
Fund's Shares to qualify for this compensation to the extent such may be
prohibited by the laws of any state or any self-regulatory agency, such as the
National Association of Securities Dealers, Inc. In addition, FTD or its
affiliates may make ongoing payments to brokerage firms, financial
institutions (including banks) and others to facilitate the administration and
servicing of Shareholder accounts. None of the aforementioned additional
compensation is paid for by the Fund or its Shareholders.     
   
  Ongoing payments will be made to qualifying dealers at the annual rate of
0.25% of the average daily net asset value of Class I Shares (annual rate of
0.15% of the average daily net assets of Class I Shares purchased prior to
January 1, 1993), and 1% of the average daily net asset value of Class II
Shares, registered in the name of that broker-dealer as nominee or held in a
Shareholder account that designates that broker-dealer as dealer of record.
These payments are made in order to promote selling efforts and to compensate
dealers for providing certain services, including processing purchase and
redemption transactions, establishing Shareholder accounts and providing
certain information and assistance with respect to the Fund. For purchases of
Class I Shares on or after February 1, 1995 for which FTD advanced a
commission to a securities dealer, the dealer will receive ongoing payments
beginning in the thirteenth month after the date of purchase. For all
purchases of Class II Shares, the dealer will receive payments representing a
service fee (0.25% of average daily net asset value of the Shares) beginning
in the first month after the date of the purchase, and will receive additional
payments representing compensation for distribution (0.75% of average daily
net asset value of the Shares) beginning in the thirteenth month after the
date of the purchase, and beginning May 1, 1997 for exchanges from Templeton
American Trust, Inc., if the exchanged shares were purchased prior to May 1,
1995.     
 
  PURCHASING CLASS I AND CLASS II SHARES. When placing purchase orders,
investors should clearly indicate which class of Shares they intend to
purchase. A purchase order that fails to specify a class will automatically be
invested in Class I Shares. Purchases of $1 million or more in a single
payment will be invested in Class I Shares. There are no conversion features
attached to either class of Shares.
 
  Investors who qualify to purchase Class I Shares at net asset value should
purchase Class I rather than Class II Shares. See the section "Net Asset Value
Purchases (Both Classes)" and "Description of Special Net Asset Value
Purchases" above for a discussion of when Shares may be purchased at net asset
value.
 
  As to telephone orders placed with FTD by dealers, the dealer must receive
the investor's order before the close of the New York Stock Exchange ("NYSE")
and transmit it to FTD by 5:00 p.m., New York time, for the investor to
receive that day's Offering Price. Payment for such orders must be by check in
U.S. currency and must be promptly submitted to FTD. Orders mailed to FTD by
dealers or individual investors are effected at the net asset value of the
Fund's Shares next computed after the purchase order accompanied by payment
has been received by FTD. Such payment must be by check in U.S. currency drawn
on a commercial bank in the U.S. and, if over $100,000, may not be deemed to
have been received until the proceeds have been collected unless the check is
certified or issued by such bank. Any subscription may be rejected by FTD or
by the Fund.
 
  The Fund may impose a $10 charge against a Shareholder account in the event
that a check or draft submitted for the purchase of Fund Shares is returned
unpaid to the Fund.
 
                                      16
<PAGE>
 
  Investors should promptly check the confirmation advice that is mailed after
each purchase (or redemption) order to insure that it has been accurately
recorded in the investor's account.
 
  AUTOMATIC INVESTMENT PLAN. Investors may accumulate Fund Shares regularly
each month by means of automatic debits to their checking accounts ($25
minimum). Forms for this purpose are in the Shareholder Application in this
Prospectus. Such a plan is voluntary and may be discontinued by written notice
to FTD, which must be received at least 10 days prior to the collection date,
or by FTD upon written notice to the investor at least 30 days prior to the
collection date.
   
  INSTITUTIONAL ACCOUNTS. Institutional investors will likely be required to
complete an institutional account application. There may be additional methods
of opening accounts, and purchasing, redeeming or exchanging Shares of the
Fund available for institutional accounts. To obtain an institutional account
application or additional information regarding institutional accounts,
contact Franklin Templeton Institutional Services at 1-800-321-8563.     
 
  ACCOUNT STATEMENTS. Shareholder accounts are opened in accordance with the
Shareholder's registration instructions. Transactions in the account, such as
additional investments and dividend reinvestments, will be reflected on
regular confirmation statements from the Transfer Agent.
   
  TEMPLETON STAR SERVICE. From a touch-tone phone, Templeton and Franklin
shareholders may access an automated system (day or night) which offers the
following features:     
   
  By calling the Templeton STAR Service, shareholders may obtain current price
and yield information specific to a Templeton Fund, regardless of class;
obtain account information; and request duplicate confirmation or year-end
statements and money fund checks, if applicable.     
   
  By calling the Franklin TeleFACTS system, Class I shareholders may obtain
current price, yield or other performance information specific to a Class I
Franklin Fund; process an exchange into an identically registered Class I
Franklin account; obtain account information; and request duplicate
confirmation or year-end statements, money fund checks, if applicable, and
deposit slips.     
   
  Share prices and account information specific to Templeton Class I or II
shares and Franklin Class II shares may also be accessed on TeleFACTS by
Franklin and Templeton Class I and Class II shareholders.     
 
  The Templeton STAR Service is accessible by calling 1-800-654-0123. The
TeleFACTS system is accessible by calling 1-800-247-1753. Templeton Class I
and Class II Share codes for the Fund, which will be needed to access system
information, are 410 and 510, respectively. The system's automated operator
will prompt the caller with easy to follow step-by-step instructions from the
main menu. Other features may be added in the future.
   
  RETIREMENT PLANS. Shares of the Fund may be purchased through various
retirement plans including the following plans for which FTTC or its affiliate
acts as trustee or custodian: IRAs, Simplified Employee Pensions, 403(b)
plans, qualified plans for corporations, self-employed individuals and
partnerships, and 401(k) plans. A plan document must be adopted in order for a
retirement plan to be in existence. For further information about any of the
plans, agreements, applications and annual fees, contact FTD. To determine
which retirement plan is appropriate, an investor should contact his or her
tax adviser.     
 
  NET ASSET VALUE. The net asset value per Share of each class of the Fund is
determined as of the scheduled closing time of the NYSE (generally 4:00 p.m.,
New York time) each day the NYSE is open for trading, by dividing the value of
the Fund's securities plus any cash and other assets (including accrued
interest and dividends receivable) less all liabilities (including accrued
expenses) by the number of shares outstanding, adjusted to the nearest whole
cent. A security listed or traded on a recognized stock exchange or
 
                                      17
<PAGE>
 
NASDAQ is valued at its last sale price on the principal exchange on which the
security is traded. The value of a foreign security is determined in its
national currency as of the as of the close of trading on the foreign exchange
on which it is traded or as of the scheduled closing time of the NYSE
(generally 4:00 p.m., New York time), if that is earlier, and that value is
then converted into its U.S. dollar equivalent at the foreign exchange rate in
effect at noon, New York time, on the day the value of the foreign security is
determined. If no sale is reported at that time, the mean between the current
bid and asked price is used. Occasionally, events which affect the values of
such securities and such exchange rates may occur between the times at which
they are determined and the close of the NYSE, and will therefore not be
reflected in the computation of the Fund's net asset value. If events
materially affecting the value of such securities occur during such period,
then these securities will be valued at fair value as determined by the
management and approved in good faith by the Board of Trustees. All other
securities for which over-the-counter market quotations are readily available
are valued at the mean between the current bid and asked price. Securities for
which market quotations are not readily available and other assets are valued
at fair value as determined by the management and approved in good faith by
the Board of Trustees.
 
  Each of the Fund's classes will bear, pro-rata, all of the common expenses
of the Fund. The net asset value of all outstanding Shares of each class of
the Fund will be computed on a pro-rata basis for each outstanding Share based
on the proportionate participation in the Fund represented by the value of
Shares of such classes, except that the Class I and Class II Shares will bear
the Rule 12b-1 expenses payable under their respective plans. Due to the
specific distribution expenses and other costs that will be allocable to each
class, the dividends paid to each class of the Fund may vary.
 
                              EXCHANGE PRIVILEGE
   
  A Shareholder may exchange Shares for the same class of shares of other
Franklin Templeton Funds which are eligible for sale in the Shareholder's
state of residence and in conformity with such fund's stated eligibility
requirements and investment minimums. Some funds, however, may not offer Class
II shares. Class I Shares may be exchanged for Class I shares of any Franklin
Templeton Funds. Class II Shares may be exchanged for Class II shares of any
Franklin Templeton Funds. No exchanges between different classes of shares
will be allowed. A contingent deferred sales charge will not be imposed on
exchanges. If the exchanged Shares were subject to a contingent deferred sales
charge in the original fund purchased, and Shares are subsequently redeemed
within 12 months (Class I Shares) or 18 months (Class II Shares) of the
calendar month of the original purchase date, a contingent deferred sales
charge will be imposed. The period will be tolled (or stopped) for the period
Class I Shares are exchanged into and held in a Franklin Templeton money
market fund. See also "How to Sell Shares of the Fund -- Contingent Deferred
Sales Charge."     
   
  Exchange purchases are subject to the minimum investment requirements of the
fund purchased and no sales charge generally applies. Exchanges of the same
class of shares are made on the basis of the net asset values of the class
involved, except as set forth below. Exchanges of shares of a class which were
originally purchased without a sales charge will be charged a sales charge in
accordance with the terms of the prospectus of the fund and the class of
shares being purchased, unless the original investment on which no sales
charge was paid was transferred in from a fund on which the investor paid a
sales charge. Exchanges of shares from the Franklin Templeton money market
funds are subject to applicable sales charges on the funds being purchased,
unless the Franklin Templeton money market fund shares were acquired by an
exchange from a fund having a sales charge, or by reinvestment of dividends or
capital gain distributions. Exchanges of Class I Shares of the Fund which were
purchased with a lower sales charge to a fund which has a higher sales charge
will be charged the difference, unless the shares were held in the original
fund for at least six months prior to executing the exchange. All exchanges
are permitted only after at least 15 days have elapsed from the date of the
purchase of the Shares to be exchanged.     
     
  A Shareholder may exchange Shares by writing to the Transfer Agent (see "How
to Sell Shares of the Fund"), by contacting his or her investment dealer or--
if the Shareholder Application indicates that the Shareholder has not declined
the option--by telephoning       
 
                                      18
<PAGE>
 
   
1-800-632-2301. Telephone exchange instructions must be received by FTD by the
scheduled closing time of the NYSE (generally 4:00 p.m., New York time).
Telephonic exchanges can involve only Shares in non-certificated form. Shares
held in certificate form are not eligible, but may be returned and qualify for
these services. All accounts involved in a telephonic exchange must have the
same registration and dividend option as the account from which the Shares are
being exchanged. The Fund and the Transfer Agent will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
Please refer to "Telephone Transactions--Verification Procedures." Forms for
declining the telephone exchange privilege and prospectuses of the other funds
in the Franklin Templeton Group may be obtained from FTD. Exchange redemptions
and purchases are processed simultaneously at the share prices next determined
after the exchange order is received. (See "How to Buy Shares of the Fund--
Offering Price.") A gain or loss for tax purposes generally will be realized
upon the exchange, depending on the tax basis of the Shares redeemed.     
 
  This exchange privilege is available only in states where shares of the fund
being acquired may legally be sold and may be modified, limited or terminated
at any time by the Fund upon 60 days' written notice. A Shareholder who wishes
to make an exchange should first obtain and review a current prospectus of the
fund into which he or she wishes to exchange. Broker-dealers who process
exchange orders on behalf of their customers may charge a fee for their
services. Such fee may be avoided by making requests for exchange directly to
the Transfer Agent.
 
  If a substantial portion of the Fund's Shareholders should, within a short
period, elect to redeem their shares of the Fund pursuant to the exchange
privilege, the Fund might have to liquidate portfolio securities it might
otherwise hold and incur the additional costs related to such transactions. On
the other hand, increased use of the exchange privilege may result in periodic
large inflows of money. If this should occur, it is the general policy of the
Fund to initially invest this money in short-term, interest-bearing money
market instruments, unless it is felt that attractive investment opportunities
consistent with the Fund's investment objectives exist immediately.
Subsequently, this money will be withdrawn from such short-term money market
instruments and invested in portfolio securities in as orderly a manner as is
possible when attractive investment opportunities arise.
   
  EXCHANGES OF CLASS I SHARES. The contingency period of Class I Shares will
be tolled (or stopped) for the period such Shares are exchanged into and held
in a Franklin Templeton Class I money market fund. If a Class I account has
Shares subject to a contingent deferred sales charge, Class I Shares will be
exchanged into the new account on a "first-in, first-out" basis. See also "How
to Sell Shares of the Fund--Contingent Deferred Sales Charge."     
 
  EXCHANGES OF CLASS II SHARES. When an account is composed of Class II Shares
subject to the contingent deferred sales charge, and Shares that are not, the
Shares will be transferred proportionately into the new fund. Shares received
from reinvestment of dividends and capital gains are referred to as "free
Shares," Shares which were originally subject to a contingent deferred sales
charge but to which the contingent deferred sales charge no longer applies are
called "matured Shares," and Shares still subject to the contingent deferred
sales charge are referred to as "CDSC liable Shares." CDSC liable Shares held
for different periods of time are considered different types of CDSC liable
Shares. For instance, if a Shareholder has $1,000 in free Shares, $2,000 in
matured Shares, and $3,000 in CDSC liable Shares, and the Shareholder
exchanges $3,000 into a new fund, $500 will be exchanged from free Shares,
$1,000 from matured Shares, and $1,500 from CDSC liable Shares. Similarly, if
CDSC liable Shares have been purchased at different periods, a proportionate
amount will be taken from Shares held for each period. If, for example, the
Shareholder holds $1,000 in Shares bought three months ago, $1,000 bought six
months ago, and $1,000 bought nine months ago, and the Shareholder exchanges
$1,500 into a new fund, $500 from each of these Shares will be exchanged into
the new fund.
 
  The only money market fund exchange option available to Class II
Shareholders is the Franklin Templeton Money Fund II ("Money Fund II"), a
series of the Franklin Templeton Money Fund Trust. No drafts (checks) may be
written on Money Fund II accounts, nor may Shareholders purchase shares of
Money Fund II directly. Class II Shares exchanged for shares of Money Fund II
will continue to age and a contingent deferred sales charge will be assessed
if CDSC liable Shares are redeemed. No other money market funds are
 
                                      19
<PAGE>
 
available for Class II Shareholders for exchange purposes. Class I Shares may
be exchanged for shares of any of the money market funds in the Franklin
Templeton Funds except Money Fund II. Draft writing privileges and direct
purchases are allowed on these money market funds as described in their
respective prospectuses.
 
  To the extent Shares are exchanged proportionately, as opposed to another
method, such as "first-in, first-out," or free Shares followed by CDSC liable
Shares, the exchanged Shares may, in some instances, be CDSC liable even
though a redemption of such Shares, as discussed elsewhere herein, may no
longer be subject to a CDSC. The proportional method is believed by management
to more closely meet and reflect the expectations of Class II Shareholders in
the event Shares are redeemed during the contingency period. For federal
income tax purposes, the cost basis of Shares redeemed or exchanged is
determined under the Code without regard to the method of transferring Shares
chosen by the Fund for purposes of exchanging or redeeming Shares.
 
  TRANSFERS. Transfers between identically registered accounts in the same
fund and class are treated as non-monetary and non-taxable events, and are not
subject to a contingent deferred sales charge. The transferred Shares will
continue to age from the date of original purchase. Shares of each class will
be transferred on the same basis as described above for exchanges.
 
  CONVERSION RIGHTS. It is not presently anticipated that Class II Shares will
be converted to Class I Shares at this time. A Shareholder may, however, sell
Class II Shares and use the proceeds to purchase Class I Shares, subject to
all applicable sales charges.
 
  EXCHANGES BY TIMING ACCOUNTS. In the case of market timing or allocation
services ("Timing Accounts"), FTD will deduct an administrative service fee of
$5.00 per exchange. Timing Accounts generally include accounts administered so
as to redeem or purchase Shares based upon certain predetermined market
indicators. In accordance with the terms of their respective prospectuses,
certain funds in the Franklin Templeton Group do not accept or may place
differing limitations than those described below on exchanges by Timing
Accounts.
 
  The Fund reserves the right to temporarily or permanently terminate the
exchange privilege or reject any specific purchase order for any Timing
Account or any person whose transactions seem to follow a timing pattern who:
(i) makes an exchange request out of the Fund within two weeks of an earlier
exchange request out of the Fund, (ii) makes more than two exchanges out of
the Fund per calendar quarter, or (iii) exchanges Shares equal in value to at
least $5 million, or more than 1% of the Fund's net assets. Accounts under
common ownership or control, including accounts administered so as to redeem
or purchase Shares based upon certain predetermined market indicators, will be
aggregated for purposes of the exchange limits.
 
  In addition, the Fund reserves the right to refuse the purchase side of
exchange requests by any Timing Account, person, or group if, in the
Investment Manager's judgment, the Fund would be unable to invest effectively
in accordance with its investment objective and policies, or would otherwise
potentially be adversely affected. A Shareholder's exchanges into the Fund may
be restricted or refused if the Fund receives or anticipates simultaneous
orders affecting significant portions of the Fund's assets. In particular, a
pattern of exchanges that coincides with a "market timing" strategy may be
disruptive to the Fund and therefore may be refused.
 
  Finally, as indicated above, the Fund and FTD reserve the right to refuse
any order for the purchase of Shares.
 

                                      20
<PAGE>
 
                        HOW TO SELL SHARES OF THE FUND
 
  Shares will be redeemed, without charge, on request of the Shareholder in
"Proper Order" to the Transfer Agent. "PROPER ORDER" MEANS THAT THE REQUEST TO
REDEEM MUST MEET ALL OF THE FOLLOWING REQUIREMENTS:
 
  1. Except as provided below under "Redemptions by Telephone," it must be in
writing, signed by the Shareholder(s) exactly in the manner as the Shares are
registered, and must specify either the number of Shares, or the dollar amount
of Shares, to be redeemed and sent to Franklin Templeton Investor Services,
Inc., P.O. Box 33030, St. Petersburg, Florida 33733-8030;
 
  2. The signature(s) of the redeeming Shareholder(s) must be guaranteed by an
"eligible guarantor," including (a) national or state banks, savings
associations, savings and loan associations, trust companies, savings banks,
industrial loan companies and credit unions; (b) national securities
exchanges, registered securities associations and clearing agencies; (c)
securities broker-dealers which are members of a national securities exchange
or a clearing agency or which have minimum net capital of $100,000; or (d)
institutions that participate in the Securities Transfer Agent Medallion
Program ("STAMP") or other recognized signature medallion program. A notarized
signature will not be sufficient for the request to be in Proper Order. If the
Shares are registered in more than one name, the signature of each of the
redeeming Shareholders must be guaranteed. A signature guarantee is not
required for redemptions of $50,000 or less, requested by and payable to all
Shareholders of record, to be sent to the address of record for that account.
However, the Fund reserves the right to require signature guarantees on all
redemptions. A signature guarantee is required in connection with any written
request for transfer of Shares. Also, a signature guarantee is required if the
Fund or the Transfer Agent believes that a signature guarantee would protect
against potential claims based on the transfer instructions, including, for
example, when (i) the current address of one or more joint owners of an
account cannot be confirmed; (ii) multiple owners have a dispute or give
inconsistent instructions to the Fund; (iii) the Fund has been notified of an
adverse claim; (iv) the instructions received by the Fund are given by an
agent, not the actual registered owner; (v) the Fund determines that joint
owners who are married to each other are separated or may be the subject of
divorce proceedings; or (vi) the authority of a representative of a
corporation, partnership, association, or other entity has not been
established to the satisfaction of the Fund;
 
  3. Any outstanding certificates must accompany the request together with a
stock power signed by the Shareholder(s), with signature(s) guaranteed as
described in Item 2 above;
 
  4. Liquidation requests of corporate, partnership, trust and custodianship
accounts, and accounts under court jurisdiction, require the following
documentation to be in proper form:
 
    . Corporation--(i) Signature guaranteed letter of instruction from the
      authorized officer(s) of the corporation, and (ii) a corporate
      resolution in a form satisfactory to the Transfer Agent;
    . Partnership--(i) Signature guaranteed letter of instruction from a
      general partner and, if necessary, (ii) pertinent pages from the
      partnership agreement identifying the general partners or other
      documentation in a form satisfactory to the Transfer Agent;
    . Trust--(i) Signature guaranteed letter of instruction from the
      trustee(s), and (ii) a copy of the pertinent pages of the trust document
      listing the trustee(s) or a certificate of incumbency if the trustee(s)
      are not listed on the account registration;
    . Custodial (other than a retirement account)--Signature guaranteed
      letter of instruction from the custodian;
    . Accounts under court jurisdiction--Check court documents and the
      applicable state law since these accounts have varying requirements,
      depending upon the state of residence; and
 
  5. Redemption of Shares held in a retirement plan for which FTTC or its
affiliate acts as trustee or custodian must conform to the distribution
requirements of the plan and the Fund's redemption requirements above.
Distributions from such plans are subject to additional requirements under the
Code, and certain documents (available from the Transfer Agent) must be
completed before the
 
                                      21
<PAGE>
 
distribution may be made. For example, distributions from retirement plans are
subject to withholding requirements under the Code, and the IRS Form W-4P
(available from the Transfer Agent) may be required to be submitted to the
Transfer Agent with the distribution request, or the distribution will be
delayed. Franklin Templeton Investor Services, Inc. and its affiliates assume
no responsibility to determine whether a distribution satisfies the conditions
of applicable tax laws and will not be responsible for any penalties assessed.
   
  To avoid delay in redemption or transfer, Shareholders having questions
about these requirements should contact the Shareholder Services Department by
calling 1-800-632-2301.     
 
  The redemption price will be the net asset value of the Shares next computed
after the redemption request in Proper Order is received by the Transfer
Agent. A gain or loss for tax purposes generally will be realized upon the
redemption, depending on the tax basis of the Shares redeemed. Payment of the
redemption price will be made by check (or by wire at the sole discretion of
the Transfer Agent if wire transfer is requested, including name and address
of the bank and the Shareholder's account number to which payment of the
redemption proceeds is to be wired) within seven days after receipt of the
redemption request in Proper Order. However, if Shares have been purchased by
check, the Fund will make redemption proceeds available when a Shareholder's
check received for the Shares purchased has been cleared for payment by the
Shareholder's bank, which, depending upon the location of the Shareholder's
bank, could take up to 15 days or more. The check will be mailed by first-
class mail to the Shareholder's registered address (or as otherwise directed).
Remittance by wire (to a commercial bank account in the same name(s) as the
Shares are registered) or express mail, if requested, are subject to a
handling charge of up to $15, which will be deducted from the redemption
proceeds.
 
  The Fund, through FTD, also repurchases Shares (whether in certificate or
book-entry form) through securities dealers. The Fund normally will accept
orders to repurchase such Shares by wire or telephone from dealers for their
customers at the net asset value next computed after the dealer has received
the Shareholder's request for repurchase, if the dealer received such request
before closing time of the NYSE on that day. Dealers have the responsibility
of submitting such repurchase requests by calling not later than 5:00 p.m.,
New York time, on such day in order to obtain that day's applicable redemption
price. Repurchase of Shares is for the convenience of Shareholders and does
not involve a charge by the Fund; however, securities dealers may impose a
charge on the Shareholder for transmitting the notice of repurchase to the
Fund. The Fund reserves the right to reject any order for repurchase, which
right of rejection might adversely affect Shareholders seeking redemption
through the repurchase procedure. Ordinarily payment will be made to the
securities dealer within seven days after receipt of a repurchase order and
Share certificate (if any) in "Proper Order" as set forth above. The Fund will
also accept, from member firms of the NYSE, orders to repurchase Shares for
which no certificates have been issued by wire or telephone without a
redemption request signed by the Shareholder, provided the member firm
indemnifies the Fund and FTD from any liability resulting from the absence of
the Shareholder's signature. Forms for such indemnity agreement can be
obtained from FTD.
 
  The Fund may involuntarily redeem an investor's Shares if the net asset
value of such Shares is less than $100, except that involuntary redemptions
will not result from fluctuations in the value of an investor's Shares. In
addition, the Fund may involuntarily redeem the Shares of any investor who has
failed to provide the Fund with a certified taxpayer identification number or
such other tax-related certifications as the Fund may require. A notice of
redemption, sent by first-class mail to the investor's address of record, will
fix a date not less than 30 days after the mailing date, and Shares will be
redeemed at the net asset value at the close of business on that date, unless
sufficient additional Shares are purchased to bring the aggregate account
value up to $100 or more, or unless a certified taxpayer identification number
(or such other information as the Fund has requested) has been provided, as
the case may be. A check for the redemption proceeds will be mailed to the
investor at the address of record.
       
   
  REINSTATEMENT PRIVILEGE. For either Class I or Class II, the same class of
Shares of the Fund may be purchased at net asset value with the proceeds from
(i) a redemption of Shares of the Fund or shares of any other Franklin
Templeton Fund except any of the Franklin Templeton money market funds (unless
the redemption proceeds are from Class I shares of a fund with a lower initial
sales charge than     
 
                                      22
<PAGE>
 
   
that charged by the Fund and have been held in that fund for less than six
months), or (ii) a dividend or distribution paid by any of the Franklin
Templeton Funds, within 365 days after the date of the redemption or dividend
or distribution. Class II Shareholders may also invest such distributions at
net asset value in a Class I Franklin Templeton Fund. However, if a
Shareholder's original investment was in Class I shares of a fund with a lower
sales charge, or no sales charge, the Shareholder must pay the difference. An
investor may reinvest an amount not exceeding the proceeds of the redemption
or the dividend or distribution. While credit will be given for any contingent
deferred sales charge paid on the Shares redeemed, a new contingency period
will begin. Matured Shares will be reinvested at net asset value and will not
be subject to a new contingent deferred sales charge. Shares of the Fund
redeemed in connection with an exchange into another fund (see "Exchange
Privilege") are not considered "redeemed" for this privilege. In order to
exercise this privilege, a written order for the purchase of Shares of the
Fund must be received by the Fund or the Fund's Transfer Agent within 365 days
after the redemption or the payment date of the distribution. The 365 days,
however, do not begin to run on redemption proceeds placed immediately after
redemption in a Franklin Bank Certificate of Deposit ("CD") until the CD
(including any rollover) matures. Reinvestment at net asset value may also be
handled by a securities dealer or other financial institution, who may charge
the Shareholder a fee for this service. The redemption is a taxable
transaction but reinvestment without a sales charge may affect the tax basis
of the Shares reinvested, and the amount of gain or loss resulting from a
redemption may be affected by exercise of the reinstatement privilege if the
Shares redeemed were held for 90 days or less, or if a Shareholder reinvests
in the same fund within 30 days. Reinvestment will be at the next calculated
net asset value after receipt.     
       
  SYSTEMATIC WITHDRAWAL PLAN. A Shareholder may establish a Systematic
Withdrawal Plan ("Plan") and receive periodic payments from the account
provided that the net asset value of the Shares held by the Shareholder is at
least $5,000. There are no service charges for establishing or maintaining a
Plan. The minimum amount which the Shareholder may withdraw is $50 per
withdrawal transaction although this is merely the minimum amount allowed
under the Plan and should not be mistaken for a recommended amount. Retirement
plans subject to mandatory distribution requirements are not subject to the
$50 minimum. The Plan may be established on a monthly, quarterly, semiannual
or annual basis. If the Shareholder establishes a Plan, any capital gain
distributions and income dividends paid by the Fund to the Shareholder's
account must be reinvested for the Shareholder's account in additional Shares
at net asset value. Payments are then made from the liquidation of Shares at
net asset value on the day of the liquidation (which is generally on or about
the 25th of the month) to meet the specified withdrawals. Payments are
generally received three to five days after the date of liquidation. By
completing the "Special Payment Instructions for Distributions" section of the
Shareholder Application included with this Prospectus, a Shareholder may
direct the selected withdrawals to another of the Franklin Templeton Funds, to
another person, or directly to a checking account. Liquidation of Shares may
reduce or possibly exhaust the Shares in the Shareholder's account, to the
extent withdrawals exceed Shares earned through dividends and distributions,
particularly in the event of a market decline. If the withdrawal amount
exceeds the total Plan balance the account will be closed and the remaining
balance will be sent to the Shareholder. As with other redemptions, a
liquidation to make a withdrawal payment is a sale for federal income tax
purposes. Because the amount withdrawn under the Plan may be more than the
Shareholder's actual yield or income, part of such a Plan payment may be a
return of the Shareholder's investment.
 
  Maintaining a Plan concurrently with purchases of additional Shares of the
Fund would be disadvantageous because of the sales charge on the additional
purchases. Also, redemptions of Class I Shares and Class II Shares may be
subject to a contingent deferred sales charge if the Shares are redeemed
within 12 months (Class I Shares) or 18 months (Class II Shares) of the
calendar month of the original purchase date. The Shareholder should
ordinarily not make additional investments of less than $5,000 or three times
the annual withdrawals under the Plan during the time such a Plan is in
effect.
 
  With respect to Class I Shares, the contingent deferred sales charge is
waived for redemptions through a Systematic Withdrawal Plan set up prior to
February 1, 1995. With respect to Systematic Withdrawal Plans set up on or
after February 1, 1995, the applicable contingent deferred sales charge is
waived for Class I and Class II Share redemptions of up to 1% monthly of an
account's net asset value (12% annually, 6% semiannually, 3% quarterly). For
example, if a Class I account maintained an annual balance of $1,000,000,
 
                                      23
<PAGE>
 
only $120,000 could be withdrawn through a once-yearly Systematic Withdrawal
Plan free of charge; any amount over that $120,000 would be assessed a 1% (or
applicable) contingent deferred sales charge. Likewise, if a Class II account
maintained an annual balance of $10,000, only $1,200 could be withdrawn
through a once-yearly Systematic Withdrawal Plan free of charge.
 
  A Plan may be terminated on written notice by the Shareholder or the Fund,
and it will terminate automatically if all Shares are liquidated or withdrawn
from the account, or upon the Fund's receipt of notification of the death or
incapacity of the Shareholder. Shareholders may change the amount (but not
below $50) and schedule of withdrawal payments or suspend one such payment by
giving written notice to the Transfer Agent at least seven business days prior
to the end of the month preceding a scheduled payment. Share certificates may
not be issued while a Plan is in effect.
 
  REDEMPTIONS BY TELEPHONE. Shareholders who file a Telephone Redemption
Authorization Agreement (the "Agreement") (a copy of which is included in this
Prospectus) may redeem Shares of the Fund by telephone, subject to the
Restricted Account exception noted under "Telephone Transactions--Restricted
Accounts." The Fund and the Transfer Agent will employ reasonable procedures
to confirm that instructions given by telephone are genuine. Shareholders,
however, bear the risk of loss in certain cases as described under "Telephone
Transactions--Verification Procedures."
   
  For Shareholder accounts with a completed Agreement on file, redemptions of
uncertificated Shares or Shares which have previously been deposited with the
Fund or the Transfer Agent may be made for up to $50,000 per day per Fund
account. Telephone redemption requests received before the scheduled closing
time of the NYSE (generally 4:00 p.m., New York time) on any business day will
be processed that same day. The redemption check will be sent within seven
days, made payable to all the registered owners on the account, and will be
sent only to the address of record. Redemption requests by telephone will not
be accepted within 30 days following an address change by telephone. In that
case, a Shareholder should follow the other redemption procedures set forth in
this Prospectus. Institutional accounts which wish to execute redemptions in
excess of $50,000 must complete an Institutional Telephone Privileges
Agreement which is available from Franklin Templeton Institutional Services by
telephoning 1-800-321-8563.     
   
  CONTINGENT DEFERRED SALES CHARGE. In order to recover commissions paid to
securities dealers, Class I investments of $1 million or more, and any Class
II investments, redeemed within the contingency period of 12 months (Class I)
or 18 months (Class II) of the calendar month of their purchase will be
assessed a contingent deferred sales charge, unless one of the exceptions
described below applies. The charge is 1% of the lesser of the net asset value
of the Shares redeemed (exclusive of reinvested dividends and capital gain
distributions) or the net asset value at the time of purchase of such Shares,
and is retained by FTD. The contingent deferred sales charge is waived in
certain instances. See below.     
 
  In determining if a contingent deferred sales charge applies, Shares not
subject to a contingent deferred sales charge are deemed to be redeemed first,
in the following order: (i) a calculated number of Shares representing amounts
attributable to capital appreciation of those Shares held less than the
contingency period (12 months in the case of Class I Shares and 18 months in
the case of Class II Shares); (ii) Shares purchased with reinvested dividends
and capital gain distributions; and (iii) other Shares held longer than the
contingency period, and followed by any Shares held less than the contingency
period, on a "first in, first out" basis. For tax purposes, a contingent
deferred sales charge is treated as either a reduction in redemption proceeds
or an adjustment to the cost basis of the Shares redeemed.
   
  The contingent deferred sales charge on each class of Shares is waived, as
applicable, for: exchanges; any account fees; distributions from an individual
retirement plan account due to death or disability, or upon periodic
distributions based on life expectancy; tax-free returns of excess
contributions from employee benefit plans; distributions from employee benefit
plans, including those due to plan termination or plan transfer; redemptions
through a Systematic Withdrawal Plan set up for Shares prior to February 1,
1995 and, for Systematic Withdrawal Plans set up thereafter, redemptions of up
to 1% monthly of an account's net asset value (3% quarterly, 6%     
 
                                      24
<PAGE>
 
semiannually or 12% annually); redemptions initiated by the Fund due to a
Shareholder's account falling below the minimum specified account size; and
redemptions following the death of the Shareholder or the beneficial owner.
 
  All investments made during a calendar month, regardless of when during the
month the investment occurred, will age one month on the last day of that
month and each subsequent month.
 
  Requests for redemptions for a SPECIFIED DOLLAR amount, unless otherwise
specified, will result in additional Shares being redeemed to cover any
applicable contingent deferred sales charge, while requests for redemption of
a SPECIFIC NUMBER of Shares will result in the applicable contingent deferred
sales charge being deducted from the total dollar amount redeemed.
 
                            TELEPHONE TRANSACTIONS
   
  Shareholders of the Fund and their investment representative of record, if
any, may be able to execute various transactions by calling the Shareholder
Services at 1-800-632-2301.     
   
  All Shareholders will be able to: (i) effect a change in address; (ii)
change a dividend option (see "Restricted Accounts" below); (iii) transfer
Fund Shares in one account to another identically registered account in the
Fund; (iv) request the issuance of certificates (to be sent to the address of
record only); and (v) exchange Fund Shares by telephone as described in this
Prospectus. In addition, Shareholders who complete and file an Agreement as
described under "How to Sell Shares of the Fund--Redemptions by Telephone"
will be able to redeem Shares of the Fund.     
 
  VERIFICATION PROCEDURES. The Fund and the Transfer Agent will employ
reasonable procedures to confirm that instructions communicated by telephone
are genuine. These will include: recording all telephone calls requesting
account activity by telephone, requiring that the caller provide certain
personal and/or account information requested by the telephone service agent
at the time of the call for the purpose of establishing the caller's
identification, and sending a confirmation statement on redemptions to the
address of record each time account activity is initiated by telephone. So
long as the Fund and the Transfer Agent follow instructions communicated by
telephone which were reasonably believed to be genuine at the time of their
receipt, neither they nor their affiliates will be liable for any loss to the
Shareholder caused by an unauthorized transaction. The Fund and the Transfer
Agent may be liable for any losses due to unauthorized or fraudulent
instructions in the event such reasonable procedures are not followed.
Shareholders are, of course, under no obligation to apply for or accept
telephone transaction privileges. In any instance where the Fund or the
Transfer Agent is not reasonably satisfied that instructions received by
telephone are genuine, the requested transaction will not be executed, and
neither the Fund, the Transfer Agent, nor their affiliates will be liable for
any losses which may occur because of a delay in implementing a transaction.
 
  RESTRICTED ACCOUNTS. Telephone redemptions and dividend option changes may
not be accepted on Franklin Templeton retirement accounts. To assure
compliance with all applicable regulations, special forms are required for any
distribution, redemption, or dividend payment. While the telephone exchange
privilege is extended to Franklin Templeton IRA and 403(b) retirement
accounts, certain restrictions may apply to other types of retirement plans.
Changes to dividend options must also be made in writing.
   
  To obtain further information regarding distribution or transfer procedures,
including any required forms, retirement account Shareholders may call to
speak to a Retirement Plan Specialist at 1-800/527-2020.     
 
  GENERAL. During periods of drastic economic or market changes, it is
possible that the telephone transaction privileges will be difficult to
execute because of heavy telephone volume. In such situations, Shareholders
may wish to contact their dealer for assistance, or to send written
instructions to the Fund as detailed elsewhere in this Prospectus.
 
                                      25
<PAGE>
 
  Neither the Fund nor the Transfer Agent will be liable for any losses
resulting from the inability of a Shareholder to execute a telephone
transaction. The telephone transaction privilege may be modified or
discontinued by the Fund at any time upon 60 days' written notice to
Shareholders.
 
                            MANAGEMENT OF THE FUND
 
  The Fund is managed by its Board of Trustees and all powers are exercised by
or under authority of the Board. Information relating to the Trustees and
Executive Officers is set forth under the heading "Management of the Fund" in
the SAI.
 
  The Board has carefully reviewed the multiclass structure to ensure that no
material conflict exists between the two classes of Shares. Although the Board
does not expect to encounter material conflicts in the future, the Board will
continue to monitor the Fund and will take appropriate action to resolve such
conflicts if any should later arise.
 
  In developing the multiclass structure, the Fund has retained the authority
to establish additional classes of Shares. It is the Fund's present intention
to offer only two classes of Shares, but new classes may be offered in the
future.
   
  INVESTMENT MANAGER. The Investment Manager of the Fund is Templeton Global
Advisors Limited, Lyford Cay, Nassau, Bahamas. The Investment Manager manages
the investment and reinvestment of the Fund's assets. The Investment Manager
is an indirect wholly owned subsidiary of Franklin Resources, Inc.
("Franklin"). Through its subsidiaries, Franklin is engaged in various aspects
of the financial services industry. The Investment Manager and its affiliates
serve as advisers for a wide variety of public investment mutual funds and
private clients in many nations. The Templeton organization has been investing
globally over the past 52 years and, with its affiliates, provides investment
management and advisory services to a worldwide client base, including over
4.3 million mutual fund shareholders, foundations, endowments, employee
benefit plans and individuals. The Investment Manager and its affiliates have
approximately 4,100 employees in the United States, Australia, Scotland,
Germany, Hong Kong, Luxembourg, Bahamas, Singapore, Canada and Russia.     
 
  The Investment Manager uses a disciplined, long-term approach to value-
oriented global and international investing. It has an extensive global
network of investment research sources. Securities are selected for the Fund's
portfolio on the basis of fundamental company-by-company analysis. Many
different selection methods are used for different funds and clients and these
methods are changed and improved by the Investment Manager's research on
superior selection methods.
   
  The Investment Manager performs similar services for other funds and
accounts and there may be times when the actions taken with respect to the
Fund's portfolio will differ from those taken by the Investment Manager on
behalf of other funds and accounts. Neither the Investment Manager and its
affiliates, its officers, directors or employees, nor the officers and
Trustees of the Fund are prohibited from investing in securities held by the
Fund or other funds and accounts which are managed or administered by the
Investment Manager to the extent such transactions comply with the Fund's Code
of Ethics. Please see "Investment Management and Other Services--Investment
Management Agreement" in the SAI for further information on securities
transactions and a summary of the Fund's Code of Ethics.     
 
  The Investment Manager does not furnish any other services or facilities for
the Fund, although such expenses are paid by some investment advisers of other
investment companies. As compensation for its services, the Fund pays the
Investment Manager a fee which, during the most recent fiscal year,
represented 0.75% of its average daily net assets.
   
  The lead portfolio manager of the Fund is Jeffrey A. Everett. Mr. Everett
holds a BS in Finance from Pennsylvania State University. He joined the
Templeton organization in 1989, and is Vice President of the Investment
Manager. Prior to joining the Templeton     
 
                                      26
<PAGE>
 
   
organization, Mr. Everett was an investment officer at First Pennsylvania
Investment Research, a division of First Pennsylvania Corporation, where he
analyzed equity and convertible securities. Mr. Everett was also responsible
for coordinating research for Centre Square Investment Group, the pension
management subsidiary of First Pennsylvania Corporation. Dorian B. Foyil and
Sean Farrington also exercise secondary portfolio management responsibilities
with respect to the Fund. Mr. Foyil holds a BS in Computer Science and
Accounting, as well as an MBA from the Wharton School of Business at the
University of Pennsylvania. Mr. Foyil is head of the Investment Manager's
research technology group. Prior to joining the Templeton organization,
Mr. Foyil was a research analyst for four years with UBS Phillips & Drew in
London, England. Mr. Farrington holds an AB in Economics from Harvard
University. He is a member of the Investment Manager's research technology
group responsible for the maintenance of the internal research database.
Further information concerning the Investment Manager is included under the
heading "Investment Management and Other Services" in the SAI.     
 
  BUSINESS MANAGER. Templeton Global Investors, Inc. provides certain
administrative facilities and services for the Fund, including payment of
salaries of officers, preparation and maintenance of books and records,
preparation of tax reports, preparation of financial reports, monitoring
compliance with regulatory requirements and monitoring tax-deferred retirement
plans. For its services, the Fund pays the Business Manager a monthly fee
equivalent on an annual basis to 0.15% of the average daily net assets of the
Fund, reduced to 0.135% of such assets in excess of $200 million, to 0.10% of
such assets in excess of $700 million and to 0.075% of such assets in excess
of $1,200 million. The combined investment management and business management
fees paid by the Fund are higher than those paid by most other investment
companies.
 
  TRANSFER AGENT. Franklin Templeton Investor Services, Inc. serves as
transfer agent and dividend disbursing agent for the Fund.
 
  CUSTODIAN. The Chase Manhattan Bank, N.A. serves as custodian of the Fund's
assets.
 
  PLANS OF DISTRIBUTION. A separate Plan of Distribution has been approved and
adopted for each class ("Class I Plan" and "Class II Plan," respectively, or
"Plans") pursuant to Rule 12b-1 under the 1940 Act. The Rule 12b-1 fees
charged to each class will be based solely on the distribution and servicing
fees attributable to that particular class. Any portion of fees remaining from
either Plan after distribution to securities dealers of up to the maximum
amount permitted under each Plan may be used by the class to reimburse FTD for
routine ongoing promotion and distribution expenses incurred with respect to
such class. Such expenses may include, but are not limited to, the printing of
prospectuses and reports used for sales purposes, expenses of preparing and
distributing sales literature and related expenses, advertisements, and other
distribution-related expenses, including a prorated portion of FTD's overhead
expenses attributable to the distribution of Fund Shares, as well as any
distribution or service fees paid to securities dealers or their firms or
others who have executed a servicing agreement with the Fund, FTD or its
affiliates.
   
  The maximum amount which the Fund may pay to FTD or others under the Class I
Plan for such distribution expenses is 0.25% per annum of Class I's average
daily net assets, payable on a quarterly basis. All expenses of distribution
and marketing in excess of 0.25% per annum will be borne by FTD, or others who
have incurred them, without reimbursement from the Fund. Under the Class I
Plan, costs and expenses not reimbursed in any one given quarter (including
costs and expenses not reimbursed because they exceed the applicable limit
under the Plan) may be reimbursed in subsequent quarters or years, subject to
applicable law. FTD has informed the Fund that the costs and expenses of Class
I Shares that may be reimbursable in future quarters or years were $30,457
(0.02% of its net assets) at August 31, 1995.     
 
  Under the Class II Plan, the maximum amount which the Fund is permitted to
pay to FTD or others for distribution expenses and related expenses is 0.75%
per annum of Class II's average daily net assets, payable quarterly. All
expenses of distribution, marketing and related services over that amount will
be borne by FTD, or others who have incurred them, without reimbursement by
the Fund. In addition, the Class II Plan provides for an additional payment by
the Fund of up to 0.25% per annum of Class II's average daily net assets as a
servicing fee, payable quarterly. This fee will be used to pay securities
dealers or other for, among other things, assisting in
 
                                      27
<PAGE>
 
establishing and maintaining customer accounts and records; assisting with
purchase and redemption requests; receiving and answering correspondence;
monitoring dividend payments from the Fund on behalf of the customers; or
similar activities related to furnishing personal services and/or maintaining
Shareholder accounts.
 
  During the first year following the purchase of Class II Shares, FTD will
retain 0.75% per annum of Class II's average daily net assets to partially
recoup fees FTD pays to securities dealers. FTD, or its affiliates, may pay,
from its own resources, a commission of up to 1% of the amount invested to
securities dealers who initiate and are responsible for purchases of Class II
Shares.
 
  Both Plans also cover any payments to or by the Fund, the Investment
Manager, FTD, or other parties on behalf of the Fund, the Investment Manager
or FTD, to the extent such payments are deemed to be for the financing of any
activity primarily intended to result in the sale of Shares issued by the Fund
within the context of Rule 12b-1. The payments under the Plans are included in
the maximum operating expenses which may be borne by each class of the Fund.
For more information including a discussion of the Board's policies with
regard to the amount of each Plan's fees, please see the SAI.
   
  EXPENSES. For the fiscal year ended August 31, 1995, expenses borne by Class
I Shares of the Fund amounted to 1.55% of the Fund's average net assets of
such class, and expenses borne by Class II Shares of the Fund amounted to
2.26% (annualized) of the average net assets of such Class. See the Expense
Table for information on regarding estimated expenses of both Classes of
Shares for the current fiscal year.     
 
  BROKERAGE COMMISSIONS. The Fund's brokerage policies are described under the
heading "Brokerage Allocation" in the SAI. The Fund's brokerage policies
provide that the receipt of research services from a broker and the sale of
Shares by a broker are factors which may be taken into account in allocating
securities transactions, so long as the prices and execution provided by the
broker equal the best available within the scope of the Fund's brokerage
policies.
 
                              GENERAL INFORMATION
 
  DESCRIPTION OF SHARES/SHARE CERTIFICATES. The capitalization of the Fund
consists of an unlimited number of Shares of beneficial interest, par value
$0.01 per Share. The Board of Trustees is authorized, in its discretion, to
classify and allocate the unissued Shares of the Fund. Each Share entitles the
holder to one vote.
 
  Under Massachusetts law, Shareholders could, under certain circumstances, be
held personally liable for the obligations of the Fund. However, the
Declaration of Trust disclaims liability of the Shareholders, Trustees and
officers of the Fund for acts or obligations of the Fund, which are binding
only on the assets and property of the Fund. The Declaration of Trust provides
for indemnification out of Fund property for all loss and expense of any
Shareholder held personally liable for the obligations of the Fund. The risk
of a Shareholder incurring financial loss on account of Shareholder liability
is limited to circumstances in which the Fund itself would be unable to meet
its obligations and, thus, should be considered remote.
       
   
  Shares for an initial investment, as well as subsequent investments,
including the reinvestment of dividends and capital gains distributions, are
generally credited to an account in the name of an investor on the books of
the Fund, without the issuance of a share certificate. Maintaining shares in
uncertificated form (also known as "plan balance") minimizes the risk of loss
or theft of a share certificate. No charge is made for the issuance of one
certificate for all or some of the Shares purchased in a single order. A lost,
stolen or destroyed certificate cannot be replaced without obtaining a
sufficient indemnity bond. The cost of such a bond, which is generally borne
by the shareholder, can be 2% or more of the value of the lost, stolen or
destroyed certificate. A certificate will be issued if requested by the
shareholder or by the securities dealer.     
 
  VOTING RIGHTS. Shares of each class represent proportionate interests in the
assets of the Fund and have the same voting and other rights and preferences
as the other class of the Fund for matters that affect the Fund as a whole.
For matters that only affect a
 
                                      28
<PAGE>
 
certain class of the Fund's Shares, however, only Shareholders of that class
will be entitled to vote. Therefore, each class of Shares will vote separately
on matters (1) affecting only that class, (2) expressly required to be voted
on separately by state law, or (3) required to be voted on separately by the
1940 Act or the rules adopted thereunder. For instance, if a change to the
Rule 12b-1 plan relating to Class I Shares requires Shareholder approval, only
Shareholders of Class I may vote on changes to the Rule 12b-1 plan affecting
that class. Similarly, if a change to the Rule 12b-1 plan relating to Class II
Shares requires Shareholder approval, only Shareholders of Class II may vote
on the change to such plan. On the other hand, if there is a proposed change
to the investment objective of the Fund, this affects all Shareholders,
regardless of which class of Shares they hold, and therefore, each Share has
the same voting rights.
 
  MEETINGS OF SHAREHOLDERS. The Fund is not required to hold regular annual
meetings of Shareholders and may elect not to do so. The Fund will call a
special meeting of Shareholders when requested to do so by the holders of not
less than 10% of the outstanding Shares of the Fund. The Fund is required to
assist in Shareholder communications in connection with the calling of a
Shareholder meeting to consider the removal of a Trustee or Trustees.
   
  DIVIDENDS AND DISTRIBUTIONS. The Fund intends to pay a dividend at least
annually representing substantially all of its net investment income and any
net realized capital gains. According to the requirements of the Code,
dividends and capital gains will be calculated and distributed in the same
manner for Class I and Class II Shares. The per share amount of any income
dividends will generally differ only to the extent that each class is subject
to different Rule 12b-1 fees. Unless otherwise requested, income dividends and
capital gain distributions paid by the Fund, other than on those Shares whose
owners keep them registered in the name of a broker-dealer, are automatically
reinvested on the payment date in whole or fractional Shares at net asset
value as of the ex-dividend date, unless a Shareholder makes a written or
telephonic request for payments in cash. By completing the "Special Payment
Instructions for Distributions" section of the Shareholder Application, Class
I Shareholders may direct that their dividends and/or capital gain
distributions be reinvested in Class I Shares of the Fund or Class I Shares of
any other Franklin Templeton Fund, and Class II Shareholders may direct that
their dividends and/or capital gain distributions be reinvested in either
Class I or Class II Shares of the Fund or any other Franklin Templeton Fund.
Shareholders may also direct the payment of their dividends or capital gain
distributions to another person. The processing date for the reinvestment of
dividends may vary from time to time, and does not affect the amount or value
of the Shares acquired. Income dividends and capital gain distributions will
be paid in cash on Shares during the time that their owners keep them
registered in the name of a broker-dealer, unless the broker-dealer has made
arrangements with the Transfer Agent for reinvestment.     
 
  Prior to purchasing Shares of the Fund, the impact of dividends or capital
gains distributions which have been declared but not yet paid should be
carefully considered. Any dividend or capital gains distribution paid shortly
after a purchase by a Shareholder prior to the record date will have the
effect of reducing the per Share net asset value of the Shares by the amount
of the dividend or distribution. All or a portion of such dividend or
distribution, although in effect a return of capital, generally will be
subject to tax.
 
  Checks are forwarded by first-class mail to the address of record. The
proceeds of any such checks which are not accepted by the addressee and
returned to the Fund will be reinvested in the Shareholder's account in whole
or fractional Shares at net asset value next computed after the check has been
received by the Transfer Agent. Subsequent distributions will be reinvested
automatically at net asset value as of the ex-dividend date in additional
whole or fractional Shares.
   
  FEDERAL TAX INFORMATION. The Fund intends to elect to be treated and to
qualify each year as a regulated investment company under Subchapter M of the
Code. See the SAI for a summary of the requirements that must be satisfied to
so qualify. A regulated investment company generally is not subject to federal
income tax on income and gains distributed in a timely manner to its
Shareholders. The Fund intends to distribute substantially all of its net
investment income and net realized capital gains to Shareholders, which will
be taxable income or capital gains in their hands. Distributions declared in
October, November or December to Shareholders of record on a date in such
month and paid during the following January will be treated as having been
received by Shareholders on     
 
                                      29
<PAGE>
 
   
December 31 in the year such distributions were declared. The Fund will inform
Shareholders each year of the amount and nature of such income or gains. Sales
or other dispositions of Fund Shares generally will give rise to taxable gain
or loss. A more detailed description of tax consequences to Shareholders is
contained in the SAI under the heading "Tax Status."     
 
  The Fund may be required to withhold federal income tax at the rate of 31%
of all taxable distributions (including redemptions) paid to Shareholders who
fail to provide the Fund with their correct taxpayer identification number or
to make required certifications or where the Fund or the Shareholder has been
notified by the Internal Revenue Service that the Shareholder is subject to
backup withholding. Corporate Shareholders and certain other Shareholders
specified in the Code are exempt from backup withholding. Backup withholding
is not an additional tax. Any amounts withheld may be credited against the
Shareholder's federal income tax liability.
   
  INQUIRES. Shareholders' inquiries will be answered promptly. They should be
addressed to Franklin Templeton Investor Services, Inc., 700 Central Avenue,
P.O. Box 33030, St. Petersburg, Florida 33733-8030 -- telephone 1-800-632-
2301. Transcripts of Shareholder accounts less than three years old are
provided on request without charge; requests for transcripts going back more
than three years from the date the request is received by the Transfer Agent
are subject to a fee of up to $15 per account.     
 
  PERFORMANCE INFORMATION. The Fund may include its total return in
advertisements or reports to Shareholders or prospective investors. Quotations
of average annual total return will be expressed in terms of the average
annual compounded rate of return on a hypothetical investment in the Fund over
a period of 1, 5 and 10 years (or if less, up to the life of the Fund), will
reflect the deduction of the maximum initial sales charge and deduction of a
proportional share of Fund expenses (on an annual basis), and will assume that
all dividends and distributions are reinvested when paid. Total return may be
expressed in terms of the cumulative value of an investment in the Fund at the
end of a defined period of time. For a description of the methods used to
determine total return for the Fund, see "Performance Information" in the SAI.
 
  Because Class II Shares were not offered prior to May 1, 1995, no
performance data is available for these Shares. After a sufficient period of
time has passed, Class II performance data will be available.
   
  STATEMENTS AND REPORTS. The Fund's fiscal year ends on August 31. Annual
reports (containing financial statements audited by independent auditors and
additional information regarding the Fund's performance) and semiannual
reports (containing unaudited financial statements) are sent to Shareholders
each year. To reduce the volume of mail sent to one household as well as to
reduce Fund expenses, the Transfer Agent will attempt to identify related
Shareholders within a household and send only one copy of the report.
Additional copies may be obtained, without charge, upon request to the Fund
Information Department--telephone 1-800/DIAL BEN. The Fund also sends to each
Shareholder a confirmation statement after every transaction that affects the
Shareholder's account and a year-end historical confirmation statement.     
 
                                      30

<PAGE>
 
                       INSTRUCTIONS AND IMPORTANT NOTICE
 
SUBSTITUTE W-9 INSTRUCTIONS INFORMATION
 
GENERAL. Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service ("IRS").
 
OBTAINING A NUMBER. If you do not have a Social Security Number/Taxpayer
Identification Number ("SSN/TIN"), you must obtain Form SS-5 or Form SS-4 from
your local Social Security or IRS office and apply for one. If you have
checked the "Awaiting TIN" box and signed the certification, withholding will
apply to payments relating to your account unless you provide a certified TIN
within 60 days.
 
WHAT SSN/TIN TO GIVE. Please refer to the following guidelines:
 
<TABLE>
<CAPTION>
ACCOUNT TYPE    GIVE SSN OF            ACCOUNT TYPE           GIVE TAXPAYER ID # OF
- -----------------------------------------------------------------------------------
<S>             <C>                    <C>                    <C>
 . Individual    Individual             . Trust, Estate, or    Trust, Estate, or
                                       Pension Plan Trust     Pension Plan Trust
- -----------------------------------------------------------------------------------
 . Joint         Actual owner of        . Corporation,         Corporation,
  Individual    account, or if         Partnership, or other  Partnership, or other
                combined funds, the    organization           organization
                first-named
                individual
- -----------------------------------------------------------------------------------
 . Unif.         Minor                  . Broker nominee       Broker nominee
  Gift/Transfer
  to Minor
- -----------------------------------------------------------------------------------
 . Sole          Owner of business
  Proprietor
- -----------------------------------------------------------------------------------
 . Legal         Ward, Minor, or
  Guardian      Incompetent
- -----------------------------------------------------------------------------------
</TABLE>
 
EXEMPT RECIPIENTS. Please provide your TIN and check the "Exempt Recipient"
box if you are an exempt recipient. Exempt recipients generally include:
 
  A corporation                        A real estate investment trust
  
  A financial institution              A common trust fund operated by a bank
                                       under section 584(a)
 
  An organization exempt from tax      An entity registered at all times   
  under section 501(a), or an          under the Investment Company Act of  
  individual retirement plan           1940                                 
 
  A registered dealer in securities or
  commodities registered in the U.S.
  or a U.S. possession
 
IRS PENALTIES. If you do not supply us with your SSN/TIN, you will be subject
to an IRS $50 penalty unless your failure is due to reasonable cause and not
willful neglect. If you fail to report certain income on your federal income
tax return, you will be treated as negligent and subject to an IRS 20% penalty
on any underpayment of tax attributable to such negligence, unless there was
reasonable cause for the resulting underpayment and you acted in good faith.
If you falsify information on this form or make any other false statement
resulting in no backup withholding on an account which should be subject to
backup withholding, you may be subject to an IRS $500 penalty and certain
criminal penalties including fines and imprisonment.
 
SUBSTITUTE W-8 INSTRUCTIONS INFORMATION
 
EXEMPT FOREIGN PERSON. Check the "Exempt Foreign Person" box if you qualify as
a non-resident alien or foreign entity that is not subject to certain U.S.
information return reporting or to backup withholding rules. Dividends paid to
your account may be subject to withholding of up to 30%. Generally, you are an
"Exempt Foreign Person" if you are not (1) a citizen or resident of the U.S.,
or (2) a U.S. corporation, partnership, estate, or trust. In the case of an
individual, an "Exempt Foreign Person" is one who has been physically present
in the U.S. for less than 31 days during the current calendar year. An
individual who is physically present in the U.S. for at least 31 days during
the current calendar year will still be treated as an "Exempt Foreign Person,"
provided that the total number of days physically present in the current
calendar year and the two preceding calendar years does not equal or exceed
183 days (counting all of the days in the current calendar year, only one-
third of the days in the first preceding calendar year and only one-sixth of
the days in the second preceding calendar year). In addition, lawful permanent
residents or green card holders may not be treated as "Exempt Foreign
Persons." If you are an individual or an entity, you must not now be, or at
this time expect to be, engaged in a U.S. trade or business with respect to
which any gain derived from transactions effected by the Fund/Payer during the
calendar year is effectively connected to the U.S.
 
PERMANENT ADDRESS. The Shareholder Application must contain your permanent
address if you are an "Exempt Foreign Person." If you are an individual,
provide your permanent address. If you are a partnership or corporation,
provide the address of your principal office. If you are an estate or trust,
provide the address of your permanent residence or the principal office of any
fiduciary.
 
NOTICE OF CHANGE IN STATUS. If you become a U.S. citizen or resident after you
have provided certification of your foreign status, or if you cease to be an
"Exempt Foreign Person," you must notify the Fund/Payer within 30 days of your
change in status. Reporting will then begin on the account(s) listed, and
backup withholding may also begin unless you certify to the Fund/Payer that
(1) the taxpayer identification number you have given is correct, and (2) the
IRS has not notified you that you are subject to backup withholding because
you failed to report certain interest or dividend income. You may use Form W-
9, "Payer's Request for Taxpayer Identification Number and Certification," to
make these certifications. If an account is no longer active, you do not have
to notify a Fund/Payer or broker of your change in status unless you also have
another account with the same Fund/Payer that is still active. If you receive
interest from more than one Fund/Payer or have dealings with more than one
broker or barter exchange, file a certificate with each. If you have more than
one account with the same Fund/Payer, the Fund/Payer may require you to file a
separate certificate for each account.
 
WHEN TO FILE. File these certifications with the Fund before a payment is made
to you, unless you have already done this in either of the two preceding
calendar years. Only certifications that are in proper order will be treated
as having been filed with the Fund.
 
HOW OFTEN YOU MUST FILE. This certificate generally remains in effect for
three calendar years. A Fund/Payer or broker, however, may require that a new
certificate be filed each time a payment is made. On joint accounts for which
each joint owner is a foreign person, each must provide a certification of
foreign status.
 
1/94
 
                                      31
<PAGE>
 
                FOR CORPORATE SHAREHOLDERS--FORM OF RESOLUTION
 
It will be necessary for corporate shareholders to provide a certified copy of
a resolution or other certificate of authority to authorize the purchase as
well as sale (redemption) of shares and withdrawals by checks or drafts. You
may use the following form of resolution or you may prefer to use your own. It
is understood that the Fund, Franklin Templeton Distributors, Inc., Franklin
Templeton Investor Services, Inc., the custodian bank and their affiliates may
rely upon these authorizations until revoked or amended by written notice
delivered by registered or certified mail to the Fund.
 
CERTIFIED COPY OF RESOLUTION (Corporation or Association)
 
The undersigned hereby certifies and affirms that he/she is the duly elected
______________________________ of _____________________________________________
          TITLE                                CORPORATE NAME
a ________________________ organized under the laws of the State of ___________
  TYPE OF ORGANIZATION                                                STATE
the following is a and that true and correct copy of a resolution adopted by 
the Board of Directors at a meeting duly called and held on ___________________
                                                                    DATE
 
  RESOLVED, that the _________________________________________________ of this
                                         OFFICERS' TITLES
  Corporation or Association are authorized to open an account in the name of
  the Corporation or Association with one or more of the Franklin Group of
  Funds or Templeton Family of Funds (collectively, the "Funds") and to
  deposit such funds of this Corporation or Association in this account as
  they deem necessary or desirable; that the persons authorized below may
  endorse checks and other instruments for deposit to said account or
  accounts; and
 
  FURTHER RESOLVED, that any of the following _____________  officers are 
                                                 NUMBER
  authorized to sign any share assignment on behalf of this Corporation or
  Association and to take any other actions as may be necessary to sell or
  redeem its shares in the Funds or to sign checks or drafts withdrawing funds
  from the account; and

  FURTHER RESOLVED, that this Corporation or Association shall hold harmless,
  indemnify, and defend the Funds, their custodian bank, Franklin Templeton
  Distributors, Inc., Franklin Templeton Investor Services, Inc., and their
  affiliates, from any claim, loss or liability resulting in whole or in
  part, directly or indirectly, from their reliance from time to time upon
  any certifications by the secretary or any assistant secretary of this
  Corporation or Association as to the names of the individuals occupying
  such offices and their acting in reliance upon these resolutions until
  actual receipt by them of a certified copy of a resolution of the Board of
  Directors of the Corporation or Association modifying or revoking any or
  all such resolutions.
 
The undersigned further certifies that the below named persons, whose
signatures appear opposite their names and office titles, are duly elected
officers of the Corporation or Association. (Attach additional list if
necessary.)
 
- -------------------------------------- ---------------------------------------
NAME/TITLE (PLEASE PRINT OR TYPE)      SIGNATURE
 
- -------------------------------------- ---------------------------------------
NAME/TITLE (PLEASE PRINT OR TYPE)      SIGNATURE
 
- -------------------------------------- ---------------------------------------
NAME/TITLE (PLEASE PRINT OR TYPE)      SIGNATURE
 
- -------------------------------------- ---------------------------------------
NAME/TITLE (PLEASE PRINT OR TYPE)      SIGNATURE
 
- -------------------------------------- ---------------------------------------
NAME OF CORPORATION OR ASSOCIATION     DATE
 
Certified from minutes ________________________________________________________
                       NAME AND TITLE
                       CORPORATE SEAL (if appropriate)
 
                                      32
<PAGE>
 
      THE FRANKLIN TEMPLETON TELEPHONE REDEMPTION AUTHORIZATION AGREEMENT
 
You may use Franklin Templeton's telephone redemption privilege to redeem
uncertificated Franklin Templeton Fund shares for up to $50,000 (or your
Shareholder account balance, whichever is less) per day, per fund account in
accordance with the terms of the Fund's Prospectus.
 
The telephone redemption privilege is available only to Shareholders who
specifically request it. If you would like to add this redemption privilege to
the other telephone transaction privileges automatically available to Franklin
Templeton Fund shareholders, please sign and return this authorization to
Franklin Templeton Investor Services, Inc. ("Services"), transfer agent and
shareholder servicing agent for the Franklin Templeton Funds.
 
SHAREHOLDER AUTHORIZATION: I/We request the telephone redemption privilege
under the terms described below and in the prospectus for each investment
company in the Franklin Templeton Group (a "Franklin Templeton Fund" or a
"Fund"), now opened or opened at a later date, holding shares registered as
follows:
 
- -------------------------------------  ---------------------------------------
PRINT NAME(S) AS SHOWN IN YOUR ACCOUNT REGISTRATION ("SHAREHOLDER")
 
- -------------------------------------  ---------------------------------------
ACCOUNT NUMBER(S)
 
I/We authorize each Fund and Services to honor and act upon telephone requests
given as provided in this agreement to redeem shares from any
Shareholder account:
 
- -------------------------------------  ---------------------------------------
SIGNATURE(S) AND DATE
 
- -------------------------------------  ---------------------------------------
PRINT NAME(S) (AND TITLE/CAPACITY, 
IF APPLICABLE)
 
VERIFICATION PROCEDURES: I/We understand and agree that: (1) each Fund and
Services will employ reasonable procedures to confirm that redemption
instructions communicated by telephone are genuine and that if these
confirmation procedures are not followed, the Fund or Services may be liable
for any losses due to unauthorized or fraudulent telephone instructions; (2)
the confirmation procedures will include the recording of telephone calls
requesting redemptions, requiring that the caller provide certain personal
and/or account information requested by the telephone service agent at the
time of the call for the purpose of establishing the caller's identification,
and the sending of confirmation statements to the address of record each time
a redemption is initiated by telephone; and (3) so long as the Fund and
Services follow the confirmation procedures in acting on instructions
communicated by telephone which were reasonably believed to be genuine at the
time of receipt, neither they, nor their parent or affiliates, will be liable
for any loss, damages or expenses caused by an unauthorized or fraudulent
redemption request.
 
JOINTLY OWNED/CO-TRUSTEE ACCOUNTS: Each of us signing this agreement as either
joint owners or co-trustees authorizes each Fund and Services to honor
telephone redemption requests given by ANY ONE of the signers, or our
investment representative of record, if any, ACTING ALONE.
 
APPOINTMENT OF ATTORNEY-IN-FACT: In order to issue telephone redemption
requests acting alone, each of us individually makes the following
appointment: I hereby appoint the other joint owner(s)/co-trustee(s) as my
agent(s) (attorney[s]-in-fact) with full power and authority to individually
act for me in any lawful way with respect to the issuance of instructions to a
Fund or Services in accordance with the telephone redemption privilege we have
requested by signing this agreement. This appointment shall not be affected by
my subsequent disability or incompetency and shall remain in effect until it
is revoked by either written notice from any one of us delivered to a Fund or
Services by registered mail, return receipt requested or by a Fund or Services
upon receipt of any information that causes a Fund or Services to believe in
good faith that there is or that there may be a dispute among any of us with
respect to the Franklin Templeton Fund account(s) covered by this agreement.
Each of us agrees to notify the Fund or Services immediately upon the death of
any of the signers.
 
CORPORATE/PARTNERSHIP/TRUST/RETIREMENT ACCOUNTS: The Shareholder and each of
us signing this agreement on behalf of the Shareholder represent and warrant
to each Franklin Templeton Fund and Services that the Shareholder has the
authority to enter into this agreement and that each of us is duly authorized
to execute this agreement on behalf of the Shareholder. The Shareholder agrees
that its election of the telephone redemption privilege means that a Fund or
Services may honor a telephone redemption request given by ANY
officer/partner/member/administrator/or agent of the Shareholder ACTING ALONE.
 
RESTRICTED ACCOUNTS: Telephone redemptions may not be accepted on Franklin
Templeton Trust Company retirement accounts.
 
PLEASE RETURN THIS FORM TO:
Franklin Templeton Investor Services, Inc., Attn.: Telephone Redemptions
Dept., 700 Central Avenue, St. Petersburg, Florida 33701-3628.
 
                                      33
<PAGE>
 
       
   
The Franklin Templeton Group     
   
Literature Request -- Call today for a free descriptive brochure and
prospectus on any of the funds listed below. The prospectus contains more
complete information, including fees, charges and expenses, and should be read
carefully before investing or sending money.     
<TABLE>     
<S>                                          <C>                               <C> 
TEMPLETON FUNDS                              Maryland                          FRANKLIN FUNDS SEEKING
American Trust                               Massachusetts***                  HIGH CURRENT INCOME 
Americas Government Securities Fund          Michigan***                       AGE High Income Fund
Developing Markets Trust                     Minnesota***                      German Government Bond Fund
Foreign Fund                                 Missouri                          Global Government Income Fund 
Global Infrastructure Fund                   New Jersey                        Investment Grade Income  Fund
Global Opportunities Trust                   New York*                         U.S. Government Securities Fund 
Greater European Fund                        North Carolina            
Growth Fund                                  Ohio***                           FRANKLIN FUNDS SEEKING HIGH CURRENT 
Growth and Income Fund                       Oregon                            INCOME AND STABILITY OF PRINCIPAL
Income Fund                                  Pennsylvania                      Adjustable Rate Securities Fund 
Japan Fund                                   Tennessee**                       Adjustable U.S. Government Securities Fund 
Latin America Fund                           Texas                             Short-Intermediate U.S. Government Securities Fund 
Money Fund                                   Virginia                          
Real Estate Securities Fund                  Washington**                      FRANKLIN FUNDS FOR NON-U.S. INVESTORS 
Smaller Companies Growth Fund                                                  Tax-Advantaged High Yield Securities Fund
World Fund                                   FRANKLIN FUNDS                    Tax-Advantaged International Bond Fund     
                                             SEEKING CAPITAL GROWTH            Tax-Advantaged U.S. Government Securities Fund 
FRANKLIN FUNDS                               California Growth Fund               
SEEKING TAX-FREE INCOME                      DynaTech Fund                     FRANKLIN TEMPLETON INTERNATIONAL 
Federal Intermediate Term                    Equity Fund                       CURRENCY FUNDS 
Tax-Free Income Fund                         Global Health Care Fund           Global Currency Fund
Federal Tax-Free Income Fund                 Gold Fund                         Hard Currency Fund 
High Yield Tax-Free Income                   Growth Fund                       High Income Currency Fund 
Fund                                         International Equity Fund 
Insured Tax-Free Income Fund***              Pacific Growth Fund               FRANKLIN MONEY MARKET FUNDS 
Puerto Rico Tax-Free Income Fund             Real Estate Securities Fund       California Tax-Exempt Money Fund
FRANKLIN STATE-SPECIFIC FUNDS                Small Cap Growth Fund             Federal Money Fund  
SEEKING TAX-FREE INCOME                                                        IFT U.S. Treasury Money Market Portfolio  
Alabama                                      FRANKLIN FUNDS SEEKING            Money Fund  
Arizona*                                     GROWTH AND INCOME                 New York Tax-Exempt Money Fund 
Arkansas**                                   Balance Sheet Investment Fund     Tax-Exempt Money Fund 
California*                                  Convertible Securities Fund  
Colorado                                     Equity Income Fund                FRANKLIN FUND FOR CORPORATIONS  
Connecticut                                  Global Utilities Fund             Corporate Qualified Dividend Fund  
Florida*                                     Income Fund                 
Georgia                                      Premier Return Fund               FRANKLIN TEMPLETON VARIABLE ANNUITIES  
Hawaii**                                     Rising Dividends Fund             Franklin Valuemark 
Indiana                                      Strategic Income Fund             Franklin Templeton Valuemark Income 
Kentucky                                     Utilities Fund                    Plus (an immediate annuity)  
Louisiana  
</TABLE>      

    
Toll-free 1-800-DIAL BEN (1-800-342-5236)      
    
*   Two or more fund options available: long-term portfolio, intermediate-term
    portfolio, a portfolio of municipal securities, and a high yield portfolio
    (CA).     
    
**  The fund may invest up to 100% of its assets in bonds that pay interest
    subject to the federal alternative minimum tax.     

    
*** Portfolio of insured municipal securities.     




 
                                      34

<PAGE>
 
                                     NOTES
                                     ----- 
                                       35
<PAGE>
 
 
 
- --------------------------------------------------------------------------------
    
 TEMPLETON REAL
 ESTATE SECURITIES
 FUND     
 
 PRINCIPAL UNDERWRITER:
 
 Franklin Templeton
 Distributors, Inc.
 700 Central Avenue
 St. Petersburg,
 Florida 33701-3628
    
 Shareholder Services     
    
 1-800-632-2301     
 
 Fund Information
    
 1-800/DIAL BEN     
    
 Institutional Services     
    
 1-800-321-8563     
    
 Dealer Services     
    
 1-800-524-4040     
    
 Retirement Plan Services     
    
 1-800-527-2020     
 
 This Prospectus is not an offering of the securities herein described in any
 state in which the offeringis not authorized. No sales representative, dealer,
 or other person is authorized to give any information or make any
 representations other than those contained in this Prospectus. Further
 information may be obtained from the Principal Underwriter.
 
- --------------------------------------------------------------------------------
                           
[LOGO OF FRANKLIN TEMPLETON APPEARS HERE]                      
TEMPLETON
       
REAL
ESTATE
   
SECURITIES     
FUND
 
Prospectus
   
January 1, 1996     
       
       
[LOGO OF RECYCLED PAPER APPEARS HERE]
                 
TL410 P 1/96      
<PAGE>
 
[LOGO OF FRANKLIN TEMPLETON APPEARS HERE]

                                                     Mail to: FRANKLIN TEMPLETON
              P.O. Box 33031  St. Petersburg, Florida 33733-8031  (800) 393-3001

Please do not use this form for any Retirement Plan for which Franklin Templeton
Trust Company serves as custodian or trustee, or for Templeton Money Fund,
Templeton Institutional Funds or Templeton Capital Accumulator Fund. Request
separate Applications and/or Prospectuses.

- --------------------------------------------------------------------------------
  SHAREHOLDER APPLICATION OR REVISION  
  [_] Please check the box if this is a revision and see Section 8
- --------------------------------------------------------------------------------
 
Please check Class I or Class II, if applicable, next to your Fund selection.
Class I and Class II shares have different sales charges and operating expenses,
among other differences, as described in each Fund's prospectus.     
 
                                                        Date  __________________
 
<TABLE> 
<CAPTION> 
 CLASS                                                  CLASS     
 I   II        TEMPLETON                                I   II        TEMPLETON
<S>    <C>                                             <C>    <C>                                 
[_] [_]$______ AMERICAN TRUST                          [_] [_]$______ GLOBAL OPPORTUNITIES TRUST      
[_]     ______ AMERICAS GOVERNMENT SECURITIES FUND     [_] [_] ______ GREATER EUROPEAN FUND          
[_] [_] ______ DEVELOPING MARKETS TRUST                [_] [_] ______ GROWTH FUND                     
[_] [_] ______ FOREIGN FUND                            [_] [_] ______ GROWTH AND INCOME FUND       
[_] [_] ______ GLOBAL INFRASTRUCTURE FUND              [_] [_] ______ INCOME FUND                     


<CAPTION>                                              
 CLASS                                                  CLASS
 I   II        TEMPLETON                                I   II     
<S>    <C>                                             <C>                 
[_]    $______ JAPAN FUND                              [_] [_] OTHER:             $___________
[_] [_] ______ LATIN AMERICA FUND                              (Except for Class II Money Fund)
[_] [_] ______ REAL ESTATE SECURITIES FUND                     _______________________________                 
[_] [_] ______ SMALLER COMPANIES GROWTH FUND                   _______________________________                 
[_] [_] ______ WORLD FUND                                      _______________________________      
</TABLE> 

- --------------------------------------------------------------------------------
  1 ACCOUNT REGISTRATION  (PLEASE PRINT)
- --------------------------------------------------------------------------------
 
[_] INDIVIDUAL OR JOINT ACCOUNT
                                                          _           _
__________________________________________________  ____________________________
First Name      Middle Initial        Last Name     Social Security Number (SSN)
                                                          _           _
__________________________________________________  ____________________________
Joint Owner(s) (Joint ownership means "Joint        Social Security Number (SSN)
Tenants With Rights of Survivorship" unless 
otherwise specified) All owners must sign Section 4.
 
- --------------------------------------------------------------------------------
[_] GIFT/TRANSFER TO A MINOR
 
_______________________________ As Custodian For________________________________
Name of Custodian (one only)                    Minor's Name (one only)
                                                          _           _
_____________Uniform Gifts/Transfers to Minors Act______________________________
State of Residence                                Minor's Social Security Number

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

- --------------------------------------------------------------------------------
[_] TRUST, CORPORATION, PARTNERSHIP, RETIREMENT PLAN, OR OTHER ENTITY
                                                          _
__________________________________________  ___________________________________
Name                                        Taxpayer Identification Number (TIN)

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

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

- --------------------------------------------------------------------------------
  2 ADDRESS
- --------------------------------------------------------------------------------

___________________________________________  Daytime Phone (___)________________
Street Address                                              Area Code
                                 _
___________________________________________  Evening Phone (___)________________
City              State    Zip Code                         Area Code

I am a Citizen of: [_] U.S. or [_]______________________________
                                  Country of Residence
 
- --------------------------------------------------------------------------------
  3 INITIAL INVESTMENT ($100 minimum initial investment)
- --------------------------------------------------------------------------------
 
Check(s) enclosed for $___________________ . (Payable to the Fund(s) 
                                             indicated above.)
 
- --------------------------------------------------------------------------------
  4 SIGNATURE AND TAX CERTIFICATIONS 
    (All registered owners must sign application)
- --------------------------------------------------------------------------------
See "Important Notice Regarding Taxpayer IRS Certifications" in back of
prospectus. The Fund reserves the right to refuse to open an account without
either a certified Taxpayer Identification Number ("TIN") or a certification of
foreign status. Failure to provide tax certifications in this section may result
in backup withholding on payments relating to your account and/or in your
inability to qualify for treaty withholding rates.
 
I am(We are) not subject to backup withholding because I(we) have not been 
notified by the IRS that I am(we are) subject to backup withholding as a result 
of a failure to report all interest or dividends or because the IRS has notified
me(us) that I am(we are) no longer subject to backup withholding. (If you are 
currently subject to backup withholding as a result of a failure to report all 
interest or dividends, please cross out the preceding statement.)
 
[_] The number shown above is my(our) correct TIN, or that of the Minor named in
    Section 1.
 
[_] AWAITING TIN. I am(We are) waiting for a number to be issued to me(us). 
    I(We) understand that if I(we) do not provide a TIN to the Fund within 60
    days, the Fund is required to commence 31% backup withholding until I(we)
    provide a certified TIN.
 
[_] EXEMPT RECIPIENT. Individuals cannot be exempt. Check this box only after 
    reading the instructions to see whether you qualify as an exempt recipient.
    (You should still provide a TIN.)

[_] EXEMPT FOREIGN PERSON. Check this box only if the following statement 
    applies: "I am(we are) neither a citizen nor a resident of the United
    States. I(we) certify to the best of my(our) knowledge and belief, I(we)
    qualify as an exempt foreign person and/or entity as described in the
    instructions."

    Permanent address for tax purposes:
 
________________________________________________________________________________
Street Address            City        State        Country       Postal Code
 
PLEASE NOTE: The IRS only allows one TIN to be listed on an account. On joint 
accounts, it is preferred that the primary account owner (or person listed first
on the account) list his/her number as requested above.
 
CERTIFICATION - Under the penalties of perjury, I(we) certify that (1) the 
information provided on this application is true, correct and complete, (2) 
I(we) have read the prospectus(es) for the Fund(s) in which I am(we are)
investing and agree to the terms thereof, and (3) I am(we are) of legal age or
an emancipated minor. I (we) acknowledge that Shares of the Fund(s) are not
insured or guaranteed by any agency or institution and that an investment in the
Shares involves risks, including the possible loss of principal.
 
X                                        X
- ---------------------------------------- ---------------------------------------
Signature                                Signature
 
X                                        X
- ---------------------------------------- ---------------------------------------

- --------------------------------------------------------------------------------
  5 BROKER/DEALER USE ONLY (PLEASE PRINT)
- --------------------------------------------------------------------------------
 
                                                        ----------------------- 
We hereby submit this application for the purchase of   Templeton Dealer Number 
shares of the Fund indicated above in accordance with                           
the terms of our selling agreement with Franklin        ----------------------- 
Templeton Distributors, Inc. ("FTD"), and with the
Prospectus for the Fund. We agree to notify FTD of any
purchases of Class I shares which may be eligible for
reduced or eliminated sales charges.
 
  -----------------------------------------------------------------------------
    WIRE ORDER ONLY: The attached check for $_______ should be applied against 
     Wire Order
         Confirmation Number ___________ Dated___________ For__________ Shares
  -----------------------------------------------------------------------------
 
Securities Dealer Name__________________________________________________________
 
Main Office Address________________ Main Office Telephone Number (___)__________
 
Branch Number________ Representative Number ________ Representative Name________
 
Branch Address_________________________ Branch Telephone Number (___)___________
 
Authorized Signature, Securities Dealer______________________ Title_____________
 
- --------------------------------------------------------------------------------
ACCEPTED: Franklin Templeton Distributors, Inc. By___________ Date______________
- --------------------------------------------------------------------------------
 
          Please see reverse side for Shareholder Account Privileges:
 
[_] Distribution Options              [_] Special Instructions for Distributions
[_] Systematic Withdrawal Plan        [_] Automatic Investment Plan
 
[_] Telephone Exchange Service        [_] Letter of Intent
[_] Cumulative Quantity Discount
 
     This application must be preceded or accompanied by a prospectus for 
                         the Fund(s) being purchased.
 
<PAGE>
 
- --------------------------------------------------------------------------------
  6  DISTRIBUTION OPTIONS (Check one)
- --------------------------------------------------------------------------------
 
Check one - if no box is checked, all dividends and capital gains will be 
reinvested in additional shares of the Fund.

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

  [_] Pay capital gains in cash                 [_] Pay all dividends and 
      and reinvest dividends.                       capital gains in cash.
 
- --------------------------------------------------------------------------------
  7  OPTIONAL SHAREHOLDER PRIVILEGES
- --------------------------------------------------------------------------------
 
A. SPECIAL PAYMENT INSTRUCTIONS FOR DISTRIBUTIONS (Check one box)

  [_] Invest Distributions, as noted in Section 6, or [_] withdrawals, as noted
      in section 7(B), in another Franklin or Templeton Fund. 
      Restrictions may apply to purchases of shares of a different class. See
      the prospectus for details.

      Fund Name______________________ Existing Account Number___________________
  [_] Send my Distributions to the person, named below, instead of as registered
      and addressed in Sections 1 and 2.
      Name___________________________ Street Address____________________________
      
      City___________________________ State____________________Zip Code_________

- --------------------------------------------------------------------------------
B. SYSTEMATIC WITHDRAWAL PLAN
 
   Please withdraw from my Franklin Templeton account $_____($50 minimum)
   [_]Monthly [_]Quarterly [_]Semi-Annually or [_]Annually as set forth in the
   Prospectus, starting in ______________(Month). The net asset value of the
   shares held must be at least $5,000 at the time the plan is established.
   Additional restrictions may apply to Class II or other shares subject to
   contingent deferred sales charge, as described in the prospectus. Send the
   withdrawals to: [_]Address of Record OR [_]the Franklin Templeton Fund or 
   person specified in Section 7(A) - Special Payment Instructions for 
   Distributions.
 
- --------------------------------------------------------------------------------
C. TELEPHONE TRANSACTIONS
 
   TELEPHONE EXCHANGE PRIVILEGE: If the Fund does not receive specific
   -----------------------------
   instructions from the shareholder, either in writing or by telephone, the
   Telephone Exchange Privilege (see the prospectus) is automatically extended
   to each account. The shareholder should understand, however, that the Fund
   and Franklin Templeton Investor Services, Inc. ("FTI") or Franklin Templeton 
   Trust Company and their agents will not be liable for any loss, injury,
   damage or expense as a result of acting upon instructions communicated by
   telephone reasonably believed to be genuine. The shareholder agrees to hold
   the Fund and its agents harmless from any loss, claims, or liability arising
   from its or their compliance with such instructions. The shareholder
   understands that this option is subject to the terms and conditions set forth
   in the prospectus of the fund to be acquired.
 
[_]No, I do NOT wish to participate in the Telephone Exchange Privilege or 
   authorize the Fund or its agents, including FTI or Templeton Funds Trust
   Company, to act upon instructions received by telephone to exchange shares
   for shares of any other account(s) within the Franklin Templeton Group of
   Funds. 
 
   Telephone Redemption Privilege: This is available to shareholders who
   -------------------------------
   specifically request it and who complete the Franklin Templeton Telephone
   Redemption Authorization Agreement in the back of the Fund's prospectus.
 
- --------------------------------------------------------------------------------
D. AUTOMATIC INVESTMENT PLAN
 
   IMPORTANT: ATTACH AN UNSIGNED, VOIDED CHECK (FOR CHECKING ACCOUNTS) OR A
   SAVINGS ACCOUNT DEPOSIT SLIP HERE, AND COMPLETE THE INFORMATION BELOW. I(We)
   would like to establish an Automatic Investment Plan (the "Plan") as
   described in the Prospectus. I(We) agree to reimburse FTI and/or FTD for any
   expenses or losses that they may incur in connection with my(our) plan,
   including any caused by my(our) bank's failure to act in accordance with
   my(our) request. If my(our) bank makes any erroneous payment or fails to make
   a payment after shares are purchased on my(our) behalf, any such purchase may
   be cancelled and I(we) hereby authorize redemptions and/or deductions from
   my(our) account for that purpose.
 
   Debit my (circle one) savings, checking, other ________ account monthly for
   $__________($25 minimum) on or about the [_]1st [_]5th [_]15th or [_]20th day
   starting_______(month), to be invested in (name of
   Fund)___________________Account Number (if known)_______
  
   INSTRUCTIONS TO BANK - AUTOMATIC INVESTMENT PLAN AUTHORIZATION

   To:__________________________________  ______________________________________
           Name of Your Bank                             ABA Number
 
   ___________________________  _________________  ____________  ______________
        Street Address                City            State         Zip Code    

I(We) authorize you to charge my(our) Checking/Savings Account and to make 
payment to FTD, upon instructions from FTD. I(We) agree that in making payment 
for such charges your rights shall be the same as if each were a charge made and
signed personally by me(us). This authority shall remain in effect until you 
receive written notice from me(us) changing its terms or revoking it. Until you
actually receive such notice, I(we) agree that you shall be fully protected in 
paying any charge under this authority. I(we) further agree that if any such 
charge is not made, whether with or without cause and whether intentionally or 
inadvertently, you shall be under no liability whatsoever.

X_________________________________________________  ___________________________
Signature(s) EXACTLY as shown on your bank records             Date

______________________________________  _______________________________________
              Print Name(s)                       Account Number

______________________________  _________________  ____________  ______________
   Your Street Address                City            State         Zip Code    
 
- --------------------------------------------------------------------------------
E. LETTER OF INTENT (LOI) -- Not Applicable to Purchases of Class II
 
[_]I(We) agree to the terms of the LOI and provisions for reservations of 
   Class I shares and grant FTD the security interest set forth in the
   Prospectus. Although I am(we are) not obligated to do so, it is my(our)
   intention to invest over a 13 month period in Class I and/or Class II shares
   of one or more Franklin or Templeton Funds (including all money market funds
   in the Franklin Templeton Group) an aggregate amount at least equal to that
   which is checked below. I understand that reduced sales charges will apply
   only to purchases of Class I shares.
 
<TABLE> 
   <S>                                        <C>                 <C>                 <C>                 <C> 
   [_]$50,000-99,999 (except for Income Fund  [_]$100,000-249,999 [_]$250,000-499,999 [_]$500,000-999,999 [_]$1,000,0000 or more
      and Americas Government Securities Fund)
</TABLE> 
   Purchases of Class I Shares under LOI of $1,000,000 or more are made at net
   asset value and may be subject to a contingent deferred sales charge as
   described in the prospectus.

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

   Please write in your Account Number(s)____________ ____________ ____________
 
- --------------------------------------------------------------------------------
F. CUMULATIVE QUANTITY DISCOUNT -- Not Applicable to Purchases of Class II
 
   Class I shares may be purchased at the offering price applicable to the total
   of (a) the dollar amount then being purchased plus (b) the amount equal to
   the cost or current value (whichever is higher) of the combined holdings of
   the purchaser, his or her spouse, and their children or grandchildren under
   age 21, of Class I and/or Class II shares of funds in the Franklin Templeton
   Group, as well as other holdings of Franklin Templeton Investments, as that
   term is defined in the prospectus. In order for this cumulative quantity
   discount to be made available, the shareholder or his or her securities
   dealer must notify FTI or FTD of the total holdings in the Franklin Templeton
   Group each time an order is placed. I understand that reduced sales charges
   will apply only to purchases of Class I shares.

[_]I(We) own shares of more than one Fund in the Franklin Templeton Group and 
   qualify for the Cumulative Quantity Discount described above and in the 
   Prospectus.
 
   My(Our) other Account Number(s) are ___________  ___________  _______________
 
- --------------------------------------------------------------------------------
  8 ACCOUNT REVISION (If Applicable)
- --------------------------------------------------------------------------------
 
  If you are using this application to revise your Account Registration, or wish
to have Distributions sent to an address other than the address on your existing
Account's Registration, a Signature Guarantee is required. Signatures of all 
registered owners must be guaranteed by an "eligible guarantor" as defined in 
the "How to Sell Shares of the Fund" section in the Fund's Prospectus. A Notary 
Public is not an acceptable guarantor.

X________________________________________  ____________________________________ 
Signature(s) of Registered Account Owners  Account Number(s)

X________________________________________  ____________________________________ 

X________________________________________  

X________________________________________  ____________________________________ 
                                           Signature Guarantee Stamp

  NOTE: For any change in registration, please send us any outstanding 
  Certificates by Registered Mail.
 
- --------------------------------------------------------------------------------
                                                                 TLGOF APP 12/95


<PAGE>


                     TEMPLETON REAL ESTATE SECURITIES FUND

                                         
        THIS STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 1, 1996,
                     IS NOT A PROSPECTUS. IT SHOULD BE READ
                     IN CONJUNCTION WITH THE PROSPECTUS OF
                     TEMPLETON REAL ESTATE SECURITIES FUND
              DATED JANUARY 1, 1996, AS AMENDED FROM TIME TO TIME,
                         WHICH MAY BE OBTAINED WITHOUT
                                          
               CHARGE UPON REQUEST TO THE PRINCIPAL UNDERWRITER,
                     FRANKLIN TEMPLETON DISTRIBUTORS, INC.,
                      700 CENTRAL AVENUE, P.O. BOX 33030,
                       ST. PETERSBURG, FLORIDA 33733-8030

                                         
                       TOLL FREE TELEPHONE: 800/DIAL BEN
                                          

                                                      TABLE OF CONTENTS

General Information and History.......................1
Investment Objectives and Policies....................1
   
 -Investment Policies.................................1
 -Repurchase Agreements...............................1
 -Futures Contracts...................................2
 -Options on Securities and Stock Indices.............3
 -Foreign Currency Hedging Transactions...............5
 -Structured Investments..............................6
 -Investment Restrictions.............................7
 -Risk Factors........................................9
 -Trading Policies...................................14
 -Personal Securities Transactions...................14
Management of the Fund...............................15
Trustee Compensation.................................20
Principal Shareholders...............................21
Investment Management and Other
  Services...........................................21
 -Investment Management Agreement....................21
 -Management Fees....................................23


 -The Investment Manager.............................24
 -Business Manager...................................24
 -Custodian and Transfer Agent.......................25
 -Legal Counsel......................................26
 -Independent Accountants............................26
 -Reports to Shareholders............................26
Brokerage Allocation.................................26
Purchase, Redemption and Pricing of
  Shares.............................................29
 -Ownership and Authority Disputes...................30
 -Tax-Deferred Retirement Plans......................30
 -Letter of Intent...................................32
 -Special Net Asset Value Purchases..................33
 -Redemptions in Kind................................34
Tax Status...........................................34
Principal Underwriter................................42
Description of Shares................................44
Performance Information..............................44
Financial Statements.................................48
    

                        GENERAL INFORMATION AND HISTORY

         Templeton Real Estate Securities Fund (the "Fund"),  formerly Templeton
Real Estate Trust,  was organized as a Massachusetts  business trust on July 17,
1989,  and is  registered  under the  Investment  Company Act of 1940 (the "1940
Act") as an open-end diversified management investment company.

                       INVESTMENT OBJECTIVES AND POLICIES

         INVESTMENT POLICIES.  The investment objectives and policies
of the Fund are described in the Fund's Prospectus under the
heading "General Description--Investment Objectives and
Policies."

   
         REPURCHASE AGREEMENTS.  Repurchase agreements are contracts
under which the buyer of a security simultaneously commits to
resell the security to the seller at an agreed-upon price and
date.  Under a repurchase agreement, the seller is required to
maintain the value of the securities subject to the repurchase
agreement at not less than their repurchase price.  Templeton
Global Advisors Limited (the
    


<PAGE>



"Investment  Manager")  will  monitor  the  value  of such  securities  daily to
determine  that the value  equals or exceeds the  repurchase  price.  Repurchase
agreements  may  involve  risks in the event of  default  or  insolvency  of the
seller,  including  possible delays or  restrictions  upon the Fund's ability to
dispose  of the  underlying  securities.  The Fund will  enter  into  repurchase
agreements only with parties who meet creditworthiness standards approved by the
Board of Trustees,  I.E., banks or broker-dealers  which have been determined by
the  Investment  Manager  to present no serious  risk of  becoming  involved  in
bankruptcy  proceedings  within the time frame  contemplated  by the  repurchase
transaction.

         FUTURES  CONTRACTS.  The Fund may purchase and sell  financial  futures
contracts.  Although some financial  futures contracts call for making or taking
delivery  of the  underlying  securities,  in most cases these  obligations  are
closed out before the settlement  date. The closing of a contractual  obligation
is  accomplished  by  purchasing  or selling  an  identical  offsetting  futures
contract.  Other  financial  futures  contracts  by  their  terms  call for cash
settlements.

         The Fund may also buy and sell index futures  contracts with respect to
any stock or bond index traded on a recognized stock exchange or board of trade.
An index  futures  contract  is a contract to buy or sell units of an index at a
specified  future  date at a price  agreed upon when the  contract is made.  The
stock index  futures  contract  specifies  that no delivery of the actual stocks
making up the index will take place. Instead, settlement in cash must occur upon
the  termination  of the  contract,  with the  settlement  being the  difference
between  the  contract  price and the  actual  level of the  stock  index at the
expiration of the contract.

         At the time the Fund purchases a futures  contract,  an amount of cash,
U.S. Government securities,  or other highly liquid debt securities equal to the
market value of the futures  contract will be deposited in a segregated  account
with the  Fund's  Custodian.  When  writing  a futures  contract,  the Fund will
maintain  with its  Custodian  liquid  assets  that,  when added to the  amounts
deposited with a futures  commission  merchant or broker as margin, are equal to
the market value of the instruments underlying the contract.  Alternatively, the
Fund may "cover" its position by owning the instruments  underlying the contract
(or, in the case of an index  futures  contract,  a portfolio  with a volatility
substantially  similar  to that of the index on which the  futures  contract  is
based),  or  holding a call  option  permitting  the Fund to  purchase  the same
futures  contract at a price no higher than the price of the contract written by
the Fund (or at a higher price if the  difference is maintained in liquid assets
with the Fund's Custodian).



                                                     - 2 -

<PAGE>




         OPTIONS ON  SECURITIES  AND STOCK  INDICES.  The Fund may write covered
call and put options and purchase  call and put options on  securities  or stock
indices  that are  traded on United  States  and  foreign  exchanges  and in the
over-the-counter markets.

         An option on a security is a contract  that gives the  purchaser of the
option,  in return for the premium paid,  the right to buy a specified  security
(in the case of a call option) or to sell a specified security (in the case of a
put option) from or to the writer of the option at a designated price during the
term of the option.  An option on a securities  index gives the purchaser of the
option,  in return for the premium  paid,  the right to receive  from the seller
cash equal to the  difference  between  the  closing  price of the index and the
exercise price of the option.

         The  Fund  may  write  a call  or put  option  only  if the  option  is
"covered."  A call  option on a  security  written by the Fund is covered if the
Fund owns the  underlying  security  covered by the call or has an absolute  and
immediate right to acquire that security without  additional cash  consideration
(or for  additional  cash  consideration  held in a  segregated  account  by its
Custodian)  upon  conversion  or  exchange  of  other  securities  held  in  its
portfolio.  A call option on a security is also covered if the Fund holds a call
on the same security and in the same principal  amount as the call written where
the  exercise  price of the call held (a) is equal to or less than the  exercise
price of the call written or (b) is greater than the exercise  price of the call
written if the  difference  is maintained by the Fund in cash or high grade U.S.
Government  securities in a segregated account with its Custodian.  A put option
on a security  written by the Fund is  "covered" if the Fund  maintains  cash or
fixed-income securities with a value equal to the exercise price in a segregated
account with its Custodian,  or else holds a put on the same security and in the
same  principal  amount as the put written  where the exercise  price of the put
held is equal to or greater than the exercise price of the put written.

         The Fund will cover call options on stock indices by owning  securities
whose price changes, in the opinion of the Investment  Manager,  are expected to
be  similar  to  those  of the  index,  or in  such  other  manner  as may be in
accordance  with the rules of the  exchange  on which the  option is traded  and
applicable  laws and  regulations.  Nevertheless,  where the Fund  covers a call
option on a stock index through ownership of securities, such securities may not
match the  composition of the index.  In that event,  the Fund will not be fully
covered and could be subject to risk of loss in the event of adverse  changes in
the value of the  index.  The Fund will cover put  options  on stock  indices by
segregating assets equal to the option's exercise price, or in such other



                                                     - 3 -

<PAGE>



manner  as may be in  accordance  with the  rules of the  exchange  on which the
option is traded and applicable laws and regulations.

         The Fund  will  receive a premium  from  writing a put or call  option,
which  increases  the  Fund's  gross  income  in the event  the  option  expires
unexercised or is closed out at a profit. If the value of a security or an index
on which the Fund has written a call option falls or remains the same,  the Fund
will  realize a profit in the form of the  premium  received  (less  transaction
costs)  that could  offset  all or a portion of any  decline in the value of the
portfolio  securities being hedged.  If the value of the underlying  security or
index rises,  however, the Fund will realize a loss in its call option position,
which will reduce the benefit of any unrealized appreciation in the Fund's stock
investments.  By writing a put option, the Fund assumes the risk of a decline in
the  underlying  security or index.  To the extent that the price changes of the
portfolio  securities  being hedged  correlate  with changes in the value of the
underlying  security or index,  writing  covered put  options on  securities  or
indices  will  increase  the  Fund's  losses in the  event of a market  decline,
although such losses will be offset in part by the premium  received for writing
the option.

         The Fund may also purchase put options to hedge its investments against
a decline in value.  By purchasing a put option,  the Fund will seek to offset a
decline  in  the  value  of  the  portfolio   securities  being  hedged  through
appreciation of the put option. If the value of the Fund's  investments does not
decline as  anticipated,  or if the value of the option does not  increase,  the
Fund's  loss will be limited to the  premium  paid for the option  plus  related
transaction  costs.  The success of this strategy  will depend,  in part, on the
accuracy  of the  correlation  between  the  changes in value of the  underlying
security or index and the changes in value of the Fund's security holdings being
hedged.

         The Fund may purchase  call options on  individual  securities to hedge
against  an  increase  in the  price of  securities  that  the Fund  anticipates
purchasing  in the future.  Similarly,  the Fund may  purchase  call  options to
attempt to reduce the risk of missing a broad market  advance,  or an advance in
an industry or market segment,  at a time when the Fund holds uninvested cash or
short-term debt securities  awaiting  investment.  When purchasing call options,
the Fund will bear the risk of losing  all or a portion of the  premium  paid if
the value of the underlying security or index does not rise.

         There can be no assurance that a liquid market will exist when the Fund
seeks to close  out an  option  position.  Trading  could  be  interrupted,  for
example, because of supply and demand



                                                     - 4 -

<PAGE>



imbalances  arising  from a lack of either  buyers or  sellers,  or the  options
exchange could suspend trading after the price has risen or fallen more than the
maximum  specified by the  exchange.  Although the Fund may be able to offset to
some extent any adverse effects of being unable to liquidate an option position,
the Fund may experience losses in some cases as a result of such inability.

         FOREIGN  CURRENCY  HEDGING  TRANSACTIONS.  In order  to  hedge  against
foreign  currency  exchange rate risks,  the Fund may enter into forward foreign
currency exchange contracts and foreign currency futures  contracts,  as well as
purchase put or call options on foreign currencies, as described below. The Fund
may also conduct its foreign  currency  exchange  transactions  on a spot (I.E.,
cash) basis at the spot rate prevailing in the foreign currency exchange market.

         The Fund may enter into forward  foreign  currency  exchange  contracts
("forward  contracts")  to attempt to minimize the risk to the Fund from adverse
changes in the relationship  between the U.S. dollar and foreign  currencies.  A
forward contract is an obligation to purchase or sell a specific currency for an
agreed price at a future date which is  individually  negotiated  and  privately
traded by  currency  traders  and  their  customers.  The Fund may enter  into a
forward contract,  for example,  when it enters into a contract for the purchase
or sale of a security  denominated  in a foreign  currency in order to "lock in"
the U.S. dollar price of the security.  In addition,  for example, when the Fund
believes  that a foreign  currency  may suffer or enjoy a  substantial  movement
against another currency, it may enter into a forward contract to sell an amount
of the former  foreign  currency  approximating  the value of some or all of the
Fund's portfolio  securities  denominated in such foreign currency.  This second
investment  practice is  generally  referred to as  "cross-hedging."  Because in
connection with the Fund's foreign  currency  forward  transactions an amount of
the  Fund's  assets  equal to the amount of the  purchase  will be held aside or
segregated to be used to pay for the commitment, the Fund will always have cash,
cash equivalents or high quality debt securities  available  sufficient to cover
any  commitments  under these  contracts  or to limit any  potential  risk.  The
segregated account will be marked-to-market  on a daily basis. In addition,  the
Investment Manager does not intend to enter into such forward contracts if, as a
result,  the Fund will  have  more  than 20% of the  value of its  total  assets
committed to such contracts.  While these contracts are not presently  regulated
by the Commodity Futures Trading Commission ("CFTC"), the CFTC may in the future
assert  authority  to regulate  forward  contracts.  In such  event,  the Fund's
ability  to utilize  forward  contracts  in the  manner  set forth  above may be
restricted. Forward contracts may limit potential gain from a



                                                     - 5 -

<PAGE>



positive change in the relationship between the U.S. dollar and
foreign currencies.  Unanticipated changes in currency prices may
result in poorer overall performance for the Fund than if it had
not engaged in such contracts.

         The  Fund may  purchase  and  write  put and call  options  on  foreign
currencies for the purpose of protecting against declines in the dollar value of
foreign portfolio securities and against increases in the dollar cost of foreign
securities to be acquired. As is the case with other kinds of options,  however,
the  writing of an option on foreign  currency  will  constitute  only a partial
hedge, up to the amount of the premium received,  and the Fund could be required
to  purchase or sell  foreign  currencies  at  disadvantageous  exchange  rates,
thereby  incurring  losses.  The  purchase of an option on foreign  currency may
constitute an effective hedge against fluctuation in exchange rates although, in
the event of rate movements adverse to the Fund's position, the Fund may forfeit
the entire  amount of the premium plus  related  transaction  costs.  Options on
foreign currencies to be written or purchased by the Fund will be traded on U.S.
and foreign exchanges or over-the-counter.

         The Fund may enter into  exchange-traded  contracts for the purchase or
sale for future delivery of foreign  currencies  ("foreign  currency  futures").
This investment  technique will be used only to hedge against anticipated future
changes in exchange rates which otherwise  might  adversely  affect the value of
the Fund's  portfolio  securities  or adversely  affect the prices of securities
that the Fund  intends  to  purchase  at a later  date.  The  successful  use of
currency  futures will usually  depend on the  Investment  Manager's  ability to
forecast currency exchange rate movements correctly.  Should exchange rates move
in an unexpected  manner,  the Fund may not achieve the anticipated  benefits of
foreign currency futures or may realize losses.

   
         STRUCTURED  INVESTMENTS.  Included among the issuers of debt securities
in which the Fund may invest are entities  organized and operated solely for the
purpose of restructuring the investment  characteristics of various  securities.
These entities are typically organized by investment banking firms which receive
fees in connection with establishing each entity and arranging for the placement
of its  securities.  This type of  restructuring  involves  the deposit  with or
purchase by an entity, such as a corporation or trust, of specified  instruments
and  the  issuance  by  that  entity  of  one  or  more  classes  of  securities
("Structured   Investments")  backed  by,  or  representing  interests  in,  the
underlying  instruments.  The cash  flow on the  underlying  instruments  may be
apportioned among the newly issued  Structured  Investments to create securities
with different investment  characteristics  such as varying maturities,  payment
priorities or
    



                                                     - 6 -

<PAGE>



   
interest  rate  provisions;  the  extent of the  payments  made with  respect to
Structured  Investments  is  dependent  on the  extent  of the cash  flow on the
underlying instruments.  Because Structured Investments of the type in which the
Fund anticipates investing typically involve no credit enhancement, their credit
risk will generally be equivalent to that of the underlying instruments.

         The Fund is  permitted to invest in a class of  Structured  Investments
that is either subordinated or unsubordinated to the right of payment of another
class.  Subordinated  Structured  Investments  typically  have higher yields and
present greater risks than  unsubordinated  Structured  Investments.  Although a
Fund's  purchase of  subordinated  Structured  Investments  would have a similar
economic  effect to that of borrowing  against the  underlying  securities,  the
purchase  will not be deemed to be  leverage  for  purposes  of the  limitations
placed  on the  extent  of the  Fund's  assets  that may be used  for  borrowing
activities.

         Certain  issuers  of  Structured   Investments  may  be  deemed  to  be
"investment  companies"  as  defined  in the 1940  Act.  As a  result,  a Fund's
investment in these  Structured  Investments may be limited by the  restrictions
contained in the 1940 Act. Structured  Investments are typically sold in private
placement  transactions,  and there  currently is no active  trading  market for
Structured  Investments.  To the extent such investments are illiquid, they will
be subject to the Fund's restrictions on investments in illiquid securities.
    

         INVESTMENT  RESTRICTIONS.  The Fund has  imposed  upon  itself  certain
investment  restrictions  which,  together with its  investment  objectives  and
policies, are fundamental policies except as otherwise indicated.  No changes in
the Fund's investment  objectives,  policies or investment  restrictions (except
those which are not  fundamental  policies)  can be made without the approval of
the  Shareholders of the Fund. For this purpose,  the provisions of the 1940 Act
require  the  affirmative  vote of the  lesser of either  (1) 67% or more of the
Fund's Shares present at a  Shareholders'  meeting at which more than 50% of the
outstanding  Shares are present or  represented by proxy or (2) more than 50% of
the outstanding Shares of the Fund.

         In accordance with these restrictions, the Fund will not:

          1.      Invest more than 5% of its total assets in the
                  securities of any one issuer (exclusive of U.S.
                  Government securities).

          2.      Invest directly in real estate or interests in real
                  estate (although it may purchase securities secured by
                  real estate or interests therein, or issued by



                                                     - 7 -

<PAGE>



                  companies or investment  trusts which invest in real estate or
                  interests  therein);   invest  in  other  open-end  investment
                  companies (except in connection with a merger,  consolidation,
                  acquisition  or  reorganization);  invest in interests  (other
                  than publicly issued  debentures or equity stock interests) in
                  oil, gas or other mineral exploration or development programs;
                  or  purchase  or  sell  commodity  contracts  (except  futures
                  contracts as described in the Fund's Prospectus).

          3.      Purchase or retain securities of any company in which officers
                  of the Fund or of the Investment Manager,  individually owning
                  more than 1/2 of 1% of the securities of such company,  in the
                  aggregate own more than 5% of the securities of such company.

          4.      Purchase  more than 10% of any class of  securities of any one
                  company,  including  more than 10% of its  outstanding  voting
                  securities,  or  invest  in any  company  for the  purpose  of
                  exercising control or management.

          5.      Act as an underwriter;  issue senior  securities;  purchase on
                  margin or sell  short,  except  that the Fund may make  margin
                  payments in connection with futures contracts.

          6.      Loan money apart from the purchase of a portion of an issue of
                  publicly  distributed  bonds,  debentures,   notes  and  other
                  evidences  of  indebtedness,  although the Fund may enter into
                  repurchase agreements and lend its portfolio securities.

          7.      Invest  more  than 5% of the  value  of its  total  assets  in
                  securities of issuers which have been in continuous  operation
                  less than three years.

          8.      Invest more than 15% of its total assets in securities
                  of foreign companies that are not listed on a
                  recognized United States or foreign securities
                  exchange, including no more than 10% of its total
                  assets in restricted securities and other securities
                  (including repurchase agreements having more than seven
                  days remaining to maturity and over-the-counter options
                  purchased by the Fund and the assets used as cover for
                  over-the-counter options written by the Fund) which are
                  not restricted but which are not readily marketable
                  (I.E., trading in the security is suspended or, in the
                   ----                                                 
                  case of unlisted securities, market makers do not exist
                  or will not entertain bids or offers).




                                                     - 8 -

<PAGE>



          9.      Concentrate its  investments in any one industry,  except that
                  the  Fund  may  invest  25% or more  of its  total  assets  in
                  securities of companies  principally  engaged in or related to
                  the real estate industry.

         10.      Borrow money, except that the Fund may borrow money
                  from banks in an amount not exceeding 30% of the value
                  of the Fund's total assets (not including the amount
                  borrowed), or pledge, mortgage or hypothecate its
                  assets for any purpose, except to secure borrowings and
                  then only to an extent not greater than 15% of the
                  Fund's total assets.  Arrangements with respect to
                  margin for futures contracts are not deemed to be a
                  pledge of assets.

         11.      Participate  on a joint or a joint  and  several  basis in any
                  trading account in securities. (See "Investment Objectives and
                  Policies--Trading  Policies"  as to  transactions  in the same
                  securities  for  the  Fund  and  other   Templeton  Funds  and
                  clients.)

         12.      Invest more than 5% of its total assets in warrants whether or
                  not listed on the New York or American  Stock  Exchanges,  and
                  more than 2% of its  total  assets  in  warrants  that are not
                  listed  on  those  exchanges.  Warrants  acquired  in units or
                  attached to securities are not included in this restriction.

         The Fund has undertaken with a state securities commission that it will
limit investments in illiquid securities to no more than 5% of its total assets.
In addition,  the Fund has no present  intention of investing in  collateralized
mortgage obligations.

         Whenever  any  investment  policy or  investment  restriction  states a
maximum percentage of the Fund's assets which may be invested in any security or
other  property,  it is intended  that such  maximum  percentage  limitation  be
determined  immediately after and as a result of the Fund's  acquisition of such
security or property. The investment  restrictions do not preclude the Fund from
purchasing the securities of any issuer pursuant to the exercise of subscription
rights distributed to the Fund by the issuer,  unless such purchase would result
in a violation of restrictions 8 or 9.

         RISK FACTORS. The Fund has an unlimited right to purchase securities in
any  developed  foreign  country  and  may  invest  up to 10% of its  assets  in
developing countries, if such securities are listed on an exchange, as well as a
limited right to purchase such securities if they are unlisted. Investors should
consider



                                                     - 9 -

<PAGE>



carefully  the  substantial  risks  involved  in  securities  of  companies  and
governments  of  foreign  nations,  which are in  addition  to the  usual  risks
inherent in domestic investments.

         There  may  be  less  publicly  available   information  about  foreign
companies comparable to the reports and ratings published about companies in the
United  States.   Foreign   companies  are  not  generally  subject  to  uniform
accounting,  auditing and financial reporting standards,  and auditing practices
and  requirements  may not be  comparable  to those  applicable to United States
companies.  The Fund,  therefore,  may encounter  difficulty in obtaining market
quotations for purposes of valuing its portfolio and  calculating  its net asset
value.  Foreign markets have  substantially  less volume than the New York Stock
Exchange  ("NYSE") and securities of some foreign  companies are less liquid and
more volatile than securities of comparable United States companies.  Commission
rates in foreign  countries,  which are  generally  fixed rather than subject to
negotiation  as in the United States,  are likely to be higher.  In many foreign
countries  there  is  less  government   supervision  and  regulation  of  stock
exchanges, brokers and listed companies than in the United States.

         Investments  in companies  domiciled  in  developing  countries  may be
subject to potentially  higher risks than  investments  in developed  countries.
These risks include (i) less social, political and economic stability;  (ii) the
small current size of the markets for such  securities  and the currently low or
nonexistent  volume  of  trading,  which  result in a lack of  liquidity  and in
greater price volatility; (iii) certain national policies which may restrict the
Fund's investment opportunities, including restrictions on investment in issuers
or industries deemed sensitive to national interests; (iv) foreign taxation; (v)
the  absence  of  developed  legal  structures   governing  private  or  foreign
investment or allowing for judicial redress for injury to private property; (vi)
the absence, until recently in certain Eastern European countries,  of a capital
market  structure or  market-oriented  economy;  and (vii) the possibility  that
recent  favorable  economic  developments  in  Eastern  Europe  may be slowed or
reversed by unanticipated political or social events in such countries.

         In addition, many countries in which a Fund may invest have experienced
substantial,  and in some periods  extremely  high,  rates of inflation for many
years.  Inflation  and rapid  fluctuations  in inflation  rates have had and may
continue to have negative  effects on the economies  and  securities  markets of
certain  countries.  Moreover,  the economies of some  developing  countries may
differ  favorably or unfavorably from the United States economy in such respects
as growth of gross domestic product, rate of inflation,  currency  depreciation,
capital



                                                     - 10 -

<PAGE>



reinvestment, resource self-sufficiency and balance of payments
position.

         Investments  in  Eastern  European   countries  may  involve  risks  of
nationalization,   expropriation  and  confiscatory   taxation.   The  Communist
governments of a number of Eastern European countries expropriated large amounts
of private  property in the past, in many cases without  adequate  compensation,
and there can be no  assurance  that  such  expropriation  will not occur in the
future.  In the event of such  expropriation,  the Fund could lose a substantial
portion of any investments it has made in the affected  countries.  Further,  no
accounting standards exist in Eastern European countries.  Finally,  even though
certain  Eastern  European  currencies  may be  convertible  into United  States
dollars,  the conversion rates may be artificial to the actual market values and
may be adverse to Fund Shareholders.

   
         Investing  in  Russian  companies  involves  a high  degree of risk and
special  considerations  not typically  associated  with investing in the United
States securities  markets,  and should be considered highly  speculative.  Such
risks include:  (a) delays in settling  portfolio  transactions and risk of loss
arising out of Russia's system of share  registration and custody;  (b) the risk
that it may be impossible or more  difficult  than in other  countries to obtain
and/or  enforce a judgment;  (c)  pervasiveness  of corruption  and crime in the
Russian economic system;  (d) currency  exchange rate volatility and the lack of
available currency hedging instruments; (e) higher rates of inflation (including
the risk of social  unrest  associated  with  periods of  hyper-inflation);  (f)
controls on foreign investment and local practices disfavoring foreign investors
and limitations on repatriation of invested capital,  profits and dividends, and
on the Fund's ability to exchange local  currencies  for U.S.  dollars;  (g) the
risk that the government of Russia or other executive or legislative  bodies may
decide not to continue to support the economic reform programs implemented since
the  dissolution  of the  Soviet  Union and  could  follow  radically  different
political  and/or  economic  policies to the detriment of  investors,  including
non-market-oriented  policies  such as the support of certain  industries at the
expense of other  sectors or  investors,  or a return to the  centrally  planned
economy that  existed  prior to the  dissolution  of the Soviet  Union;  (h) the
financial   condition  of  Russian   companies,   including   large  amounts  of
inter-company  debt which may create a payments crisis on a national scale;  (i)
dependency on exports and the corresponding  importance of international  trade;
(j) the risk  that the  Russian  tax  system  will not be  reformed  to  prevent
inconsistent,   retroactive  and/or  exorbitant   taxation;   and  (k)  possible
difficulty in identifying a purchaser of securities  held by the Fund due to the
underdeveloped nature of the securities markets.
    



                                                     - 11 -

<PAGE>




   
         There is little historical data on Russian  securities  markets because
they are relatively new and a substantial proportion of securities  transactions
in Russia are privately  negotiated  outside of stock exchanges.  Because of the
recent formation of the securities markets as well as the  underdeveloped  state
of  the  banking  and  telecommunications  systems,  settlement,   clearing  and
registration  of  securities  transactions  are  subject to  significant  risks.
Ownership of shares (except where shares are held through depositories that meet
the  requirements  of the 1940  Act) is  defined  according  to  entries  in the
company's share register and normally evidenced by extracts from the register or
by formal share certificates.  However,  there is no central registration system
for shareholders and these services are carried out by the companies  themselves
or by registrars located throughout Russia. These registrars are not necessarily
subject to effective  state  supervision and it is possible for the Fund to lose
its  registration  through fraud,  negligence or even mere oversight.  While the
Fund will  endeavor to ensure that its interest  continues  to be  appropriately
recorded  either  itself or through a custodian  or other agent  inspecting  the
share  register and by obtaining  extracts of share  registers  through  regular
confirmations,  these extracts have no legal  enforceability  and it is possible
that subsequent  illegal  amendment or other fraudulent act may deprive the Fund
of its ownership rights or improperly dilute its interests.  In addition,  while
applicable  Russian  regulations  impose  liability  on  registrars  for  losses
resulting  from their  errors,  it may be difficult  for the Fund to enforce any
rights it may have  against the  registrar  or issuer of the  securities  in the
event of loss of share  registration.  Furthermore,  although  a Russian  public
enterprise with more than 1,000  shareholders is required by law to contract out
the maintenance of its shareholder  register to an independent entity that meets
certain  criteria,  in practice  this  regulation  has not always been  strictly
enforced.  Because of this lack of independence,  management of a company may be
able to  exert  considerable  influence  over  who can  purchase  and  sell  the
company's  shares by  illegally  instructing  the  registrar to refuse to record
transactions  in the share  register.  This  practice  may prevent the Fund from
investing in the securities of certain Russian  companies deemed suitable by the
Investment  Manager.  Further,  this  also  could  cause a delay  in the sale of
Russian  company  securities  by the Fund if a  potential  purchaser  is  deemed
unsuitable, which may expose the Fund to potential loss on the investment.
    

         The Fund endeavors to buy and sell foreign currencies on as favorable a
basis as practicable.  Some price spread on currency  exchange (to cover service
charges) may be incurred,  particularly  when the Fund changes  investments from
one country to another or when  proceeds  of the sale of Shares in U.S.  dollars
are used for



                                                     - 12 -

<PAGE>



the purchase of securities in foreign countries.  Also, some countries may adopt
policies which would prevent the Fund from  transferring cash out of the country
or withhold  portions  of interest  and  dividends  at the source.  There is the
possibility  of  cessation  of trading  on  national  exchanges,  expropriation,
nationalization or confiscatory taxation, withholding and other foreign taxes on
income or other amounts, foreign exchange controls (which may include suspension
of the ability to transfer  currency from a given  country),  default in foreign
government   securities,   political  or  social   instability,   or  diplomatic
developments  which could affect investments in securities of issuers in foreign
nations.

         The  Fund  may  be  affected   either   unfavorably   or  favorably  by
fluctuations  in the  relative  rates of  exchange  between  the  currencies  of
different nations,  by exchange control  regulations and by indigenous  economic
and political developments. Some countries in which the Fund may invest may also
have fixed or managed  currencies  that are not  free-floating  against the U.S.
dollar.  Further,  certain  currencies  have  experienced  a steady  devaluation
relative to the U.S.  dollar.  Any  devaluations  in the currencies in which the
Fund's portfolio securities are denominated may have a detrimental impact on the
Fund.  Through  the  Fund's  flexible  policy,  management  endeavors  to  avoid
unfavorable  consequences  and to take  advantage of favorable  developments  in
particular nations where from time to time it places the Fund's investments.

         The exercise of this flexible policy may include  decisions to purchase
securities with  substantial  risk  characteristics  and other decisions such as
changing  the  emphasis on  investments  from one nation to another and from one
type of security to another.  Some of these decisions may later prove profitable
and others may not. No assurance can be given that profits,  if any, will exceed
losses.

         The  Trustees   consider  at  least  annually  the  likelihood  of  the
imposition by any foreign  government  of exchange  control  restrictions  which
would affect the liquidity of the Fund's assets  maintained  with  custodians in
foreign countries,  as well as the degree of risk from political acts of foreign
governments to which such assets may be exposed.  The Trustees also consider the
degree of risk involved through the holding of portfolio  securities in domestic
and  foreign  securities  depositories  (see  "Investment  Management  and Other
Services--Custodian  and Transfer  Agent").  However,  in the absence of willful
misfeasance,  bad  faith  or  gross  negligence  on the  part of the  Investment
Manager,  any  losses  resulting  from  the  holding  of  the  Fund's  portfolio
securities in foreign  countries and/or with securities  depositories will be at
the risk of the Shareholders. No



                                                     - 13 -

<PAGE>



assurance  can be given that the Fund's  appraisal  of the risks will  always be
correct or that such exchange control  restrictions or political acts of foreign
governments might not occur.

         Additional  risks may be involved  with the Fund's  special  investment
techniques, including loans of portfolio securities and borrowing for investment
purposes. These risks are described under the heading "Investment Techniques" in
the Prospectus.

   
         TRADING POLICIES.  The Investment Manager and its affiliated  companies
serve as investment  adviser to other investment  companies and private clients.
Accordingly, the respective portfolios of certain of these funds and clients may
contain many or some of the same  securities.  When certain funds or clients are
engaged  simultaneously in the purchase or sale of the same security, the trades
may be aggregated  for execution and then  allocated in a manner  designed to be
equitable to each party. The larger size of the transaction may affect the price
of the security  and/or the quantity which may be bought or sold for each party.
If the transaction is large enough,  brokerage  commissions in certain countries
may be negotiated below those otherwise chargeable.
    

         Sale  or  purchase  of   securities,   without   payment  of  brokerage
commissions,  fees (except  customary  transfer fees) or other  remuneration  in
connection  therewith,  may be effected  between any of these funds,  or between
funds and private clients, under procedures adopted pursuant to Rule 17a-7 under
the 1940 Act.

         PERSONAL  SECURITIES  TRANSACTIONS.  Access  persons  of  the  Franklin
Templeton  Group,  as  defined  in SEC Rule  17(j)  under the 1940 Act,  who are
employees of Franklin Resources,  Inc. or their  subsidiaries,  are permitted to
engage in personal  securities  transactions  subject to the  following  general
restrictions and procedures: (1) The trade must receive advance clearance from a
Compliance  Officer and must be completed  within 24 hours after this clearance;
(2) Copies of all brokerage confirmations must be sent to the Compliance Officer
and  within 10 days  after  the end of each  calendar  quarter,  a report of all
securities  transactions  must be provided  to the  Compliance  Officer;  (3) In
addition to items (1) and (2),  access persons  involved in preparing and making
investment  decisions must file annual reports of their securities holdings each
January and also inform the Compliance  Officer (or other designated  personnel)
if they own a  security  that is  being  considered  for a fund or other  client
transaction  or if they  are  recommending  a  security  in which  they  have an
ownership interest for purchase or sale by a fund or other client.





                                                     - 14 -

<PAGE>



                             MANAGEMENT OF THE FUND

         The name, address,  principal occupation during the past five years and
other  information with respect to each of the Trustees and Principal  Executive
Officers of the Fund are as follows:

NAME, ADDRESS AND                                      PRINCIPAL OCCUPATION
OFFICES WITH FUND                                      DURING PAST FIVE YEARS

HARRIS J. ASHTON
Metro Center, 1 Station
  Place
Stamford, Connecticut
  Trustee
   
Chairman of the Board, president
and chief executive officer of
General Host Corporation (nursery
and craft centers); and a
director of RBC Holdings (U.S.A.)
Inc. (a bank holding company) and
Bar-S Foods.  Age 63.
    

NICHOLAS F. BRADY*
The Bullitt House
102 East Dover Street
Easton, Maryland
  Trustee
   
Chairman  of  Templeton  Emerging  Markets  Investment  Trust PLC;  chairman  of
Templeton  Latin  America  Investment  Trust  PLC;  chairman  of Darby  Overseas
Investments,  Ltd. (an investment firm) (1994-present);  director of the Amerada
Hess Corporation,  Capital Cities/ABC,  Inc., Christiana Companies, and the H.J.
Heinz  Company;  Secretary  of the  United  States  Department  of the  Treasury
(1988-January  1993);  and  chairman  of the board of  Dillon,  Read & Co.  Inc.
(investment banking) prior thereto. Age 65.
    

F. BRUCE CLARKE
19 Vista View Blvd.
Thornhill, Ontario
  Trustee
Retired; formerly, credit
   
adviser, National Bank of Canada,
Toronto. Age 85.
    

HASSO-G VON DIERGARDT-NAGLO
R.R. 3
Stouffville, Ontario
  Trustee

Farmer; and president of
Clairhaven Investments, Ltd. and
other private investment
   
companies. Age 79.
    

S. JOSEPH FORTUNATO
   
200 Campus Drive
Florham Park, New Jersey
    
  Trustee
Member of the law firm of Pitney,
   
Hardin, Kipp & Szuch; and a
director of General Host
Corporation. Age 63.
    




                                                     - 15 -

<PAGE>


NAME, ADDRESS AND                                       PRINCIPAL OCCUPATION
OFFICES WITH FUND                                     DURING PAST FIVE YEARS

   
JOHN Wm. GALBRAITH
360 Central Avenue
Suite 1300
St. Petersburg, Florida
  Trustee
President of Galbraith
Properties, Inc. (personal
investment company); director of
Gulfwest Banks, Inc. (bank
holding company) (1995-present)
and Mercantile Bank (1991-
present); vice chairman of
Templeton, Galbraith & Hansberger
Ltd. (1986-1992); and chairman of
Templeton Funds Management, Inc.
(1974-1991). Age 74.
    

ANDREW H. HINES, JR.
150 2nd Avenue N.
St. Petersburg, Florida
   
  Trustee  Consultant for the Triangle  Consulting Group;  chairman of the board
and chief executive officer of Florida Progress Corporation (1982-February 1990)
and  director of various of its  subsidiaries;  chairman and director of Precise
Power Corporation;  executive-in-residence of Eckerd College (1991-present); and
a director of Checkers Drive-In Restaurants, Inc. Age 72.
    

CHARLES B. JOHNSON*
777 Mariners Island Blvd.
San Mateo, California
  Chairman of the Board
  and Vice President
President,  chief executive officer,  and director of Franklin Resources,  Inc.;
chairman of the board and  director  of Franklin  Advisers,  Inc.  and  Franklin
Templeton  Distributors,  Inc.;  director of Franklin  Administrative  Services,
Inc.,  General Host  Corporation,  and Templeton  Global  Investors,  Inc.;  and
officer and director,  trustee or managing general partner,  as the case may be,
of most other subsidiaries of Franklin and of 55 of the investment  companies in
the Franklin Templeton Group.
   
Age 62.
    




                                                     - 16 -

<PAGE>


NAME, ADDRESS AND                                       PRINCIPAL OCCUPATION
OFFICES WITH FUND                                       DURING PAST FIVE YEARS

RUPERT H. JOHNSON, JR.*
777 Mariners Island Blvd.
San Mateo, California
   
  Trustee  Executive  vice president and director of Franklin  Resources,  Inc.;
president and director of Franklin Advisers,  Inc.; executive vice president and
director  of  Franklin  Templeton  Distributors,   Inc.;  director  of  Franklin
Administrative Services, Inc.; and officer and/or director,  trustee or managing
general  partner,  as the case may be, of most other  subsidiaries  of  Franklin
Resources, Inc., and of 42 of the investment companies in the Franklin Templeton
Group. Age 55.
    

BETTY P. KRAHMER
2201 Kentmere Parkway
Wilmington, Delaware
  Trustee
Director or trustee of various civic associations;  formerly,  economic analyst,
U.S.
   
Government. Age 66.
    

GORDON S. MACKLIN
8212 Burning Tree Road
Bethesda, Maryland
  Trustee
Chairman of White River
Corporation (information
services); director of Fund
America Enterprises Holdings,
Inc., Lockheed Martin
   
Corporation,   MCI  Communications  Corporation,   Fusion  Systems  Corporation,
Infovest  Corporation,  and  Medimmune,  Inc.;  and formerly  held the following
positions:  chairman of Hambrecht  and Quist Group;  director of H&Q  Healthcare
Investors; and president of the National Association of Securities Dealers, Inc.
Age 67.
    




                                                     - 17 -

<PAGE>


NAME, ADDRESS AND                                    PRINCIPAL OCCUPATION
OFFICES WITH FUND                                    DURING PAST FIVE YEARS

FRED R. MILLSAPS
2665 NE 37th Drive
Fort Lauderdale, Florida
  Trustee
   
Manager of personal  investments  (1978-present);  chairman and chief  executive
officer of Landmark Banking Corporation (1969-1978); financial vice president of
Florida Power and Light (1965-1969);  vice president of The Federal Reserve Bank
of Atlanta  (1958-1965);  and a director of various other business and nonprofit
organizations. Age 66.
    

MARK G. HOLOWESKO
Lyford Cay
Nassau, Bahamas
  President
President and director of
   
Templeton  Global  Advisors  Limited;  director of global  equity  research  for
Templeton Worldwide, Inc.; president or vice president of other Templeton Funds;
formerly,  investment  administrator  with Roy West Trust Corporation  (Bahamas)
Limited (1984-1985). Age 35.
    

MARTIN L. FLANAGAN
777 Mariners Island Blvd.
San Mateo, California
   
  Vice President Senior vice president,  treasurer,  and chief financial officer
of Franklin Resources,  Inc.; director and executive vice president of Templeton
Investment Counsel,  Inc.;  director,  chief executive officer, and president of
Templeton  Global  Investors,  Inc.;  director  or  trustee,  president  or vice
president of various Templeton Funds;  accountant with Arthur Andersen & Company
(1982-1983); and a member of the International Society of Financial Analysts and
the American Institute of Certified Public Accounts. Age 35.
    




                                                     - 18 -

<PAGE>


NAME, ADDRESS AND                                    PRINCIPAL OCCUPATION
OFFICES WITH FUND                                    DURING PAST FIVE YEARS

JEFFREY A. EVERETT
Lyford Cay
Nassau, Bahamas
  Vice President
Vice president, Portfolio
   
Management/Research of Templeton
Global
Advisors Limited; formerly,
investment officer, First
Pennsylvania Investment Research
(until 1989). Age 31.
    

JOHN R. KAY
500 East Broward Blvd.
Fort Lauderdale, Florida
   
  Vice  President  Vice  president of the Templeton  Funds;  vice  president and
treasurer of Templeton Global  Investors,  Inc. and Templeton  Worldwide,  Inc.;
assistant vice president of Franklin  Templeton  Distributors,  Inc.;  formerly,
vice president and controller of the Keystone Group, Inc. Age 55.
    

THOMAS M. MISTELE
700 Central Avenue
St. Petersburg, Florida
  Secretary
Senior vice president of
   
Templeton  Global  Investors,   Inc.;  vice  president  of  Franklin   Templeton
Distributors,  Inc.;  secretary  of the  Templeton  Funds;  formerly,  attorney,
Dechert Price & Rhoads (1985-1988) and Freehill,  Hollingdale & Page (1988); and
judicial clerk, U.S. District Court (Eastern District of Virginia)  (1984-1985).
Age 42.
    

JAMES R. BAIO
500 East Broward Blvd.
Fort Lauderdale, Florida
   
  Treasurer  Certified  public  accountant;  treasurer of the  Templeton  Funds;
senior vice president of Templeton Worldwide,  Inc., Templeton Global Investors,
Inc., and Templeton Funds Trust Company; formerly, senior tax manager with Ernst
& Young (certified public accountants) (1977-1989). Age 41.
    




                                                     - 19 -

<PAGE>



       
   
    


JEFFREY L. STEELE
1500 K Street, N.W.
Washington, D.C.
  Assistant Secretary
Partner, Dechert Price & Rhoads.
   
Age 50.
    

- ------------------

   
*        These are Trustees who are "interested persons" of the Fund
         as that term is defined in the 1940 Act.  Mr. Brady and
         Franklin Resources, Inc. are limited partners of Darby
         Overseas Partners, L.P. ("Darby Overseas").  Mr. Brady
         established Darby Overseas in February, 1994, and is
         Chairman and a shareholder of the corporate general partner
         of Darby Overseas.  In addition, Darby Overseas and
         Templeton                              Global Advisors
         Limited are limited partners of Darby Emerging Markets Fund,
    
         L.P.

         There are no family relationships between any of the
         Trustees, except that Messrs. Charles B. Johnson and Rupert
         H. Johnson, Jr. are brothers.

                              TRUSTEE COMPENSATION

         All of the Fund's  Officers and Trustees also hold positions with other
investment companies in the Franklin Templeton Group. No compensation is paid by
the Fund to any officer or Trustee who is an officer, trustee or employee of the
Investment  Manager or its affiliates.  Each Templeton Fund pays its independent
directors  and  trustees  and Mr.  Brady  an  annual  retainer  and/or  fees for
attendance at Board and Committee meetings,  the amount of which is based on the
level  of  assets  in each  fund.  Accordingly,  the  Fund  currently  pays  the
independent  Trustees  and Mr.  Brady an annual  retainer of $1,000 and a fee of
$100 per  meeting  attended  of the Board and its  Committees.  The  independent
Trustees and Mr.  Brady are  reimbursed  for any expenses  incurred in attending
meetings,  paid pro rata by each Franklin Templeton Fund in which they serve. No
pension or retirement benefits are accrued as part of Fund expenses.



                                                     - 20 -

<PAGE>




         The following table shows the total compensation paid to the
Trustees by the Fund and by all investment companies in the
Franklin Templeton Group:
<TABLE>
<CAPTION>

                                                    Number of           Total Compensation
                           Aggregate           Franklin Templeton       from all Funds in
                        Compenstion from      Fund Boards on which      Franklin Templeton
NAME OF TRUSTEE            THE FUND             TRUSTEE SERVES              GROUP
<S>                                 <C>                       <C>        <C>
Harris J. Ashton                 $1,550                      57          $327,925  
Nicholas F. Brady                 1,500                      24            98,225
F. Bruce Clarke                   2,050                      20            83,350
Hasso-G von Diergardt-Naglo       1,550                      20            77,350  
S. Joseph Fortunato               1,550                      59           344,745 
John Wm. Galbraith                  350                      23            70,100
Andrew H. Hines, Jr.              2,050                      24           106,325
Betty P. Krahmer                  1,550                      24 
Gordon S. Macklin                 1,550                      54           321,525
Fred R. Millsaps                  2,050                      24           104,325
   

    
</TABLE>

- ---------------

   
*        For the fiscal year ended August 31, 1995.
**       For the calendar year ended December 31, 1995.
    

                             PRINCIPAL SHAREHOLDERS

   
         As of  December  1,  1995  there  were  9,923,824  Shares  of the  Fund
outstanding, of which 4,419 Shares (0.045%) were owned beneficially, directly or
indirectly,  by all the  Trustees  and  officers  of the Fund as a group.  As of
December 1, 1995, to the knowledge of management,  no person owned  beneficially
or of record 5% or more of the outstanding Shares, except Prudential Securities,
FBO  Christine  T. Marks,  owned  12,891  Class II Shares of the Fund (7% of the
outstanding Class II Shares).
    


                    INVESTMENT MANAGEMENT AND OTHER SERVICES

   
         INVESTMENT MANAGEMENT AGREEMENT.  The Investment Manager of
the Fund is TempletonGlobal Advisors
Limited, a Bahamian corporation with offices in Nassau, Bahamas.
On April 15, 1994, the Investment Manager assumed the investment
management duties of Templeton Investment Counsel, Inc. ("TICI"),
a Florida corporation, with respect to the Fund under the
    



                                                     - 21 -

<PAGE>



   
Investment  Management  Agreement.  The Investment  Management  Agreement  dated
October 30, 1992 (the  "Agreement") was approved by the Shareholders of the Fund
on October 30, 1992,  was last  approved by the Board of  Trustees,  including a
majority of the  Trustees who were not parties to the  Agreement  or  interested
persons of any such  party,  at a meeting  on  December  5,  1995,  and will run
through December 31, 1996. The Agreement  continues from year to year subject to
approval  annually  by the Board of  Trustees  or by vote of a  majority  of the
outstanding  Shares of the Fund (as defined in the 1940 Act) and also, in either
event,  with the approval of a majority of those Trustees who are not parties to
the  Agreement  or  interested  persons of any such party in person at a meeting
called for the purpose of voting on such approval.
    

         The Agreement  requires the Investment Manager to manage the investment
and reinvestment of the Fund's assets. The Investment Manager is not required to
furnish any  personnel,  overhead  items or facilities  for the Fund,  including
daily  pricing or trading desk  facilities,  although  such expenses are paid by
investment advisers of some other investment companies.

         The Agreement  provides that the Investment Manager will select brokers
and dealers for execution of the Fund's portfolio  transactions  consistent with
the  Fund's  brokerage  policies  (see  "Brokerage  Allocation").  Although  the
services provided by  broker-dealers  in accordance with the brokerage  policies
incidentally may help reduce the expenses of or otherwise benefit the Investment
Manager and other investment  advisory clients of the Investment  Manager and of
its   affiliates,   as  well  as  the  Fund,  the  value  of  such  services  is
indeterminable  and the  Investment  Manager's  fee is not reduced by any offset
arrangement by reason thereof.

   
         When the Investment Manager determines to buy or sell the same security
for the Fund that the  Investment  Manager  or certain  of its  affiliates  have
selected  for one or more  of the  Investment  Manager's  other  clients  or for
clients of its  affiliates,  the orders  for all such  securities  trades may be
placed for  execution by methods  determined  by the  Investment  Manager,  with
approval by the Board of Trustees,  to be impartial  and fair,  in order to seek
good results for all parties (see "Investment Objectives and Policies -- Trading
Policies").  Records of securities  transactions of persons who know when orders
are placed by the Fund are available for inspection at least four times annually
by the Compliance  Officer of the Fund so that the  non-interested  Trustees (as
defined in the 1940 Act) can be satisfied that the procedures are generally fair
and equitable to all parties.
    




                                                     - 22 -

<PAGE>



   
         The Investment  Manager also provides  management  services to numerous
other  investment  companies  or  funds  and  accounts  pursuant  to  management
agreements with each fund or account. The Investment Manager may give advice and
take action with respect to any of the other funds and  accounts it manages,  or
for its own  account,  which may  differ  from  action  taken by the  Investment
Manager  on  behalf of the  Fund.  Similarly,  with  respect  to the  Fund,  the
Investment  Manager is not  obligated  to  recommend,  purchase  or sell,  or to
refrain  from  recommending,   purchasing  or  selling  any  security  that  the
Investment Manager and access persons,  as defined by the 1940 Act, may purchase
or sell for its or their own  account or for the  accounts  of any other fund or
account.  Furthermore,  the Investment  Manager is not obligated to refrain from
investing  in  securities  held by the Fund or other funds or accounts  which it
manages or  administers.  Any  transactions  for the accounts of the  Investment
Manager and other access persons will be made in compliance with the Fund's Code
of Ethics as described  in the section  "Investment  Objectives  and Policies --
Personal Securities Transactions."
    

         The  Agreement  provides  that the  Investment  Manager  shall  have no
liability to the Fund or any  Shareholder of the Fund for any error of judgment,
mistake  of law,  or any loss  arising  out of any  investment  or other  act or
omission in the  performance by the  Investment  Manager of its duties under the
Agreement,  except liability  resulting from willful  misfeasance,  bad faith or
gross negligence on the Investment  Manager's part or reckless  disregard of its
duties under the Agreement.  The Agreement will terminate  automatically  in the
event of its  assignment,  and may be terminated by the Fund at any time without
payment of any  penalty  on 60 days'  written  notice,  with the  approval  of a
majority  of the  Trustees in office at the time or by vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act).

   
         MANAGEMENT FEES. For its services, the Fund pays the Investment Manager
a monthly fee equal on an annual basis to 0.75% of its average  daily net assets
during the year.  Each class of Shares pays a portion of the fee,  determined by
the  proportion  of the Fund that it  represents.  During the fiscal years ended
August 31, 1995, 1994, and 1993, the Investment Manager ( and prior to April 30,
1994, TICI, the Fund's previous investment manager) received from the Fund under
the Agreement of $974,779,  $733,198and $341,213, , respectively. The Investment
Manager will comply with any applicable state  regulations which may require the
Investment  Manager  to make  reimbursements  to the Fund in the event  that the
Fund's aggregate operating expenses, including the management
    



                                                     - 23 -

<PAGE>



fee,  but  generally  excluding  interest,   taxes,  brokerage  commissions  and
extraordinary  expenses, are in excess of specific applicable  limitations.  The
strictest rule currently applicable to the Fund is 2.5% of the first $30,000,000
of net  assets,  2% of the  next  $70,000,000  of net  assets  and  1.5%  of the
remainder.

         THE INVESTMENT MANAGER.  The Investment Manager is an
indirect wholly owned subsidiary of Franklin, a publicly traded
company whose shares are listed on the NYSE.  Charles B. Johnson
(a Trustee and Officer of the Fund) and Rupert H. Johnson, Jr. (a
Trustee of the Fund) are principal shareholders of Franklin and
own, respectively, approximately 20% and 16% of its outstanding
shares.  Messrs. Charles B. Johnson and Rupert H. Johnson, Jr.
are brothers.

         BUSINESS MANAGER.  Templeton Global Investors, Inc. performs
certain administrative functions as Business Manager for the
Fund, including:

         o         providing office space, telephone, office equipment and
                  supplies for the Fund;

         o         paying compensation of the Fund's officers for services
                  rendered as such;

         o         authorizing expenditures and approving bills for
                  payment on behalf of the Fund;

         o        supervising  preparation of annual and  semiannual  reports to
                  Shareholders, notices of dividends, capital gain distributions
                  and tax credits,  and attending to routine  correspondence and
                  other communications with individual Shareholders;

         o        daily pricing of the Fund's investment portfolio and preparing
                  and supervising publication of daily quotations of the bid and
                  asked prices of the Fund's Shares,  earnings reports and other
                  financial data;

         o         monitoring relationships with organizations serving the
                  Fund, including the custodian and printers;

         o         providing trading desk facilities for the Fund;

         o        supervising   compliance   by  the  Fund  with   recordkeeping
                  requirements  under the 1940 Act and the rules and regulations
                  thereunder,  with state regulatory  requirements,  maintaining
                  books and records for the Fund (other than those maintained by
                  the custodian and



                                                     - 24 -

<PAGE>



                  transfer agent), and preparing and filing tax reports
                  other than the Fund's income tax returns;

         o         monitoring the qualifications of tax-deferred
                  retirement plans providing for investment in Shares of
                  the Fund; and

         o         providing executive, clerical and secretarial help
                  needed to carry out these responsibilities.

   
         For its services,  the Business Manager receives a monthly fee equal on
an annual basis to 0.15% of the first  $200,000,000  of the Fund's average daily
net  assets,  reduced  to  0.135%  annually  of such net  assets  in  excess  of
$200,000,000,  further  reduced to 0.1% annually of such net assets in excess of
$700,000,000,  and  further  reduced  to 0.075%  annually  of such net assets in
excess  of  $1,200,000,000.  Each  class of Shares  pays a  portion  of the fee,
determined by the proportion of the Fund that it represents.  Since the Business
Manager's fee covers  services  often  provided by investment  advisers to other
funds,  the Fund's combined  expenses for advisory and  administrative  services
together may be higher than those of some other investment companies. During the
fiscal years ended August 31, 1995,  1994, and 1993, the Business  Manager (and,
prior to April 1, 1993, Templeton Funds Management,  Inc., the previous business
manager)  received business  management fees of $194,956,  $146,640 and $68,243,
respectively.
    

         The  Business  Manager is relieved of liability to the Fund for any act
or  omission  in the course of its  performance  under the  Business  Management
Agreement, in the absence of willful misfeasance, bad faith, gross negligence or
reckless  disregard  of its  duties and  obligations  under the  Agreement.  The
Business  Management  Agreement  may be terminated by the Fund at any time on 60
days' written notice without payment of penalty,  provided that such termination
by the Fund shall be directed or approved by vote of a majority of the  Trustees
of the Fund in office at the time or by vote of a  majority  of the  outstanding
voting securities of the Fund, and shall terminate automatically and immediately
in the event of its assignment.

         Templeton Global Investors, Inc. is an indirect wholly owned
subsidiary of Franklin.

         CUSTODIAN AND TRANSFER AGENT. The Chase Manhattan Bank, N.A., serves as
Custodian  of the  Fund's  assets,  which  are  maintained  at  the  Custodian's
principal office, MetroTech Center, Brooklyn, New York 11245, and at the offices
of its branches and agencies  throughout  the world.  The  Custodian has entered
into agreements with foreign sub-custodians approved by the Trustees



                                                     - 25 -

<PAGE>



pursuant to Rule 17f-5  under the 1940 Act.  The  Custodian,  its  branches  and
sub-custodians  generally  domestically,  and frequently abroad, do not actually
hold  certificates  for the securities in their  custody,  but instead have book
records with domestic and foreign  securities  depositories,  which in turn have
book  records  with  the  transfer  agents  of the  issuers  of the  securities.
Compensation for the services of the Custodian is based on a schedule of charges
agreed on from time to time.

         Franklin  Templeton  Investor  Services,  Inc.  serves  as  the  Fund's
Transfer  Agent.  Services  performed by the Transfer  Agent include  processing
purchase, transfer and redemption orders; making dividend payments, capital gain
distributions  and  reinvestments;  and  handling  routine  communications  with
Shareholders.  The Transfer Agent receives from the Fund an annual fee of $13.74
per Shareholder account plus out-of-pocket  expenses.  This fee is adjusted each
year to reflect changes in the Department of Labor Consumer Price Index.

         LEGAL COUNSEL.  Dechert Price & Rhoads, 1500 K Street, N.W.,
Washington, D.C. 20005, is legal counsel for the Fund.

         INDEPENDENT ACCOUNTANTS. The firm of McGladrey & Pullen, LLP, 555 Fifth
Avenue,  New York,  New York 10017,  serves as independent  accountants  for the
Fund. Its audit services comprise examination of the Fund's financial statements
and review of the Fund's  filings with the  Securities  and Exchange  Commission
("SEC") and the Internal Revenue Service ("IRS").

   
         REPORTS  TO  SHAREHOLDERS.  The Fund's  fiscal  year ends on August 31.
Shareholders are provided at least  semiannually with reports showing the Fund's
portfolio  and other  information,  including  an annual  report with  financial
statements  audited by independent  accountants.  Shareholders who would like to
receive an interim quarterly report may phone the Fund Information Department at
1-800/DIAL BEN.
    

                              BROKERAGE ALLOCATION

         The  Investment  Management  Agreement  provides  that  the  Investment
Manager is responsible for selecting  members of securities  exchanges,  brokers
and dealers (such members,  brokers and dealers being hereinafter referred to as
"brokers")  for the  execution of the Fund's  portfolio  transactions  and, when
applicable,   the  negotiation  of  commissions  in  connection  therewith.  All
decisions and placements are made in accordance with the following principles:

         1.       Purchase and sale orders are usually placed with
                  brokers who are selected by the Investment Manager as



                                                     - 26 -

<PAGE>



                  able  to  achieve  "best  execution"  of  such  orders.  "Best
                  execution"  means  prompt and  reliable  execution at the most
                  favorable  securities  price,  taking  into  account the other
                  provisions  hereinafter set forth.  The  determination of what
                  may constitute  best execution and price in the execution of a
                  securities  transaction  by a  broker  involves  a  number  of
                  considerations,  including,  without  limitation,  the overall
                  direct net economic  result to the Fund  (involving both price
                  paid or received  and any  commissions  and other costs paid),
                  the efficiency  with which the  transaction  is effected,  the
                  ability to effect the  transaction  at all where a large block
                  is  involved,  availability  of the  broker to stand  ready to
                  execute possibly difficult transactions in the future, and the
                  financial   strength  and   stability  of  the  broker.   Such
                  considerations   are   judgmental   and  are  weighed  by  the
                  Investment  Manager in determining the overall  reasonableness
                  of brokerage commissions.

         2.       In  selecting   brokers  for   portfolio   transactions,   the
                  Investment  Manager takes into account its past  experience as
                  to brokers  qualified to achieve "best  execution,"  including
                  brokers who specialize in any foreign  securities  held by the
                  Fund.

         3.       The Investment Manager is authorized to allocate
                  brokerage business to brokers who have provided
                  brokerage and research services, as such services are
                  defined in Section 28(e) of the Securities Exchange Act
                  of 1934 (the "1934 Act"), for the Fund and/or other
                  accounts, if any, for which the Investment Manager
                  exercises investment discretion (as defined in Section
                  3(a)(35) of the 1934 Act) and, as to transactions to
                  which fixed minimum commission rates are not
                  applicable, to cause the Fund to pay a commission for
                  effecting a securities transaction in excess of the
                  amount another broker would have charged for effecting
                  that transaction, if the Investment Manager in making
                  the selection in question determines in good faith that
                  such amount of commission is reasonable in relation to
                  the value of the brokerage and research services
                  provided by such broker, viewed in terms of either that
                  particular transaction or the Investment Manager's
                  overall responsibilities with respect to the Fund and
                  the other accounts, if any, as to which it exercises
                  investment discretion.  In reaching such determination,
                  the Investment Manager is not required to place or
                  attempt to place a specific dollar value on the
                  research or execution services of a broker or on the
                  portion of any commission reflecting either of said



                                                     - 27 -

<PAGE>



                  services.  In demonstrating that such determinations were made
                  in good faith,  the  Investment  Manager  shall be prepared to
                  show that all commissions were allocated and paid for purposes
                  contemplated by the Fund's brokerage policy; that the research
                  services  provide  lawful and  appropriate  assistance  to the
                  Investment  Manager  in  the  performance  of  its  investment
                  decision-making  responsibilities;  and that  the  commissions
                  paid were within a reasonable  range. The  determination  that
                  commissions  were within a reasonable  range shall be based on
                  any available information as to the level of commissions known
                  to be charged by other brokers on comparable transactions, but
                  there shall be taken into account the Fund's policies that (i)
                  obtaining a low commission is deemed  secondary to obtaining a
                  favorable  securities  price,  since  it  is  recognized  that
                  usually  it is  more  beneficial  to  the  Fund  to  obtain  a
                  favorable  price than to pay the lowest  commission;  and (ii)
                  the  quality,  comprehensiveness  and  frequency  of  research
                  studies  which are  provided  for the  Investment  Manager are
                  useful to the  Investment  Manager in performing  its advisory
                  services under its Agreement with the Fund.  Research services
                  provided by brokers to the  Investment  Manager are considered
                  to be in addition to, and not in lieu of, services required to
                  be performed by the  Investment  Manager under its  Investment
                  Management  Agreement  with the Fund.  Research  furnished  by
                  brokers through whom the Fund effects securities  transactions
                  may be used by the Investment Manager for any of its accounts,
                  and  not all  such  research  may be  used  by the  Investment
                  Manager for the Fund. When execution of portfolio transactions
                  is  allocated  to  brokers  trading  on  exchanges  with fixed
                  brokerage  commission  rates,  account may be taken of various
                  services provided by the broker,  including quotations outside
                  the United States for daily pricing of foreign securities held
                  in the Fund's portfolio.

         4.       Purchases and sales of portfolio  securities within the United
                  States other than on a securities  exchange are executed  with
                  primary  market makers acting as principal,  except where,  in
                  the  judgment of the  Investment  Manager,  better  prices and
                  execution may be obtained on a commission  basis or from other
                  sources.

         5.       Sales of the Fund's  Shares  (which shall be deemed to include
                  Shares of other companies  registered under the 1940 Act which
                  have  either  the same  investment  adviser  or an  investment
                  adviser affiliated with the Fund's Investment Manager) made by
                  a broker are one factor



                                                     - 28 -

<PAGE>



                  among  others to be taken into account in deciding to allocate
                  portfolio   transactions   (including   agency   transactions,
                  principal transactions,  purchases in underwritings or tenders
                  in response  to tender  offers) for the account of the Fund to
                  that  broker;  provided  that the broker shall  furnish  "best
                  execution,"  as defined in  paragraph  1 above,  and that such
                  allocation  shall be  within  the  scope of the  Fund's  other
                  policies as stated above; and provided further,  that in every
                  allocation  made to a broker  in which  the sale of  Shares is
                  taken into account there shall be no increase in the amount of
                  the  commissions  or other  compensation  paid to such  broker
                  beyond  a   reasonable   commission   or  other   compensation
                  determined, as set forth in paragraph 3 above, on the basis of
                  best execution alone or best execution plus research services,
                  without  taking account of or placing any value upon such sale
                  of Shares.

   
         Insofar as known to management,  no Trustee or officer of the Fund, nor
the Investment  Manager or Principal  Underwriter or any person  affiliated with
either of them,  has any  material  direct or  indirect  interest  in any broker
employed by or on behalf of the Fund. Franklin Templeton Distributors, Inc., the
Fund's  Principal  Underwriter,  is a  registered  broker-dealer,  but has never
executed  any  purchase  or  sale  transactions  for  the  Fund's  portfolio  or
participated in any commissions on any such  transactions,  and has no intention
of doing so in the future.  The total  brokerage  commissions  on the  portfolio
transactions  for the Fund during the fiscal years ended August 31, 1995,  1994,
and 1993,  (not including any spreads or concessions on principal  transactions)
were $388,000,  $412,000and $156,000,  respectively.  All portfolio transactions
are allocated to  broker-dealers  only when their prices and  execution,  in the
judgment of the Investment  Manager,  are equal to the best available within the
scope of the Fund's policies. There is no fixed method used in determining which
broker-dealers receive which order or how many orders.
    

                   PURCHASE, REDEMPTION AND PRICING OF SHARES

         The  Prospectus  describes the manner in which the Fund's Shares may be
purchased  and  redeemed.  See "How to Buy  Shares of the Fund" and "How to Sell
Shares of the Fund" in the Prospectus.

         Net asset value per Share is determined as of the scheduled  closing of
the NYSE  (generally  4:00 p.m.,  New York time),  every Monday  through  Friday
(exclusive of national  business  holidays).  The Fund's offices will be closed,
and net asset value will not be  calculated,  on those days on which the NYSE is
closed, which



                                                     - 29 -

<PAGE>



currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

         Trading in securities on European and Far Eastern securities  exchanges
and  over-the-counter  markets is  normally  completed  well before the close of
business in New York on each day on which the NYSE is open.  Trading of European
or Far Eastern  securities  generally,  or in a particular country or countries,
may not take place on every New York  business day.  Furthermore,  trading takes
place in various foreign markets on days which are not business days in New York
and on which the Fund's net asset value is not  calculated.  The Fund calculates
net asset  value  per  Share,  and  therefore  effects  sales,  redemptions  and
repurchases of its Shares, as of the close of the NYSE once on each day on which
that Exchange is open. Such  calculation  does not take place  contemporaneously
with the determination of the prices of many of the portfolio securities used in
such calculation and if events occur which materially  affect the value of those
foreign  securities,  they will be valued at fair market value as  determined by
the management and approved in good faith by the Board of Trustees.

         The Board of Trustees may establish procedures under which the Fund may
suspend  the  determination  of net asset value for the whole or any part of any
period during which (1) the NYSE is closed other than for customary  weekend and
holiday closings, (2) trading on the NYSE is restricted, (3) an emergency exists
as a result of which disposal of securities  owned by the Fund is not reasonably
practicable or it is not reasonably practicable for the Fund fairly to determine
the  value of its net  assets,  or (4) for such  other  period as the SEC may by
order permit for the protection of the holders of the Fund's Shares.

         OWNERSHIP AND AUTHORITY  DISPUTES.  In the event of disputes  involving
multiple  claims of ownership or authority to control a  Shareholder's  account,
the Fund has the right (but has no  obligation)  to: (1) freeze the  account and
require  the  written  agreement  of all  persons  deemed  by the Fund to have a
potential  property  interest in the account,  prior to  executing  instructions
regarding the account; or (2) interplead disputed funds or accounts with a court
of competent jurisdiction.  Moreover, the Fund may surrender ownership of all or
a portion of an account to the IRS in response to a Notice of Levy.

         In addition to the special  purchase plans described in the Prospectus,
other special purchase plans also are available:




                                                     - 30 -

<PAGE>



         TAX-DEFERRED RETIREMENT PLANS.  The Fund offers its
Shareholders the opportunity to participate in the following
types of retirement plans:

         o         For individuals whether or not covered by other
                  qualified plans;

         o         For simplified employee pensions;

         o         For employees of tax-exempt organizations; and

         o         For corporations, self-employed individuals and
                  partnerships.

         Capital gains and income  received by the foregoing plans generally are
exempt from taxation until  distribution from the plans.  Investors  considering
participation  in any such plan should review specific tax laws relating thereto
and  should  consult  their  attorneys  or  tax  advisers  with  respect  to the
establishment  and  maintenance  of  any  such  plan.  Additional   information,
including the fees and charges with respect to all of these plans,  is available
upon request to the Principal  Underwriter.  No distribution  under a retirement
plan will be made until Franklin  Templeton Trust Company ("FTTC")  receives the
participant's  election on IRS Form W-4P  (available  on request  from FTTC) and
such other documentation as it deems necessary, as to whether or not U.S. income
tax is to be withheld from such distribution.

         INDIVIDUAL  RETIREMENT  ACCOUNT (IRA). All individuals  (whether or not
covered by  qualified  private or  governmental  retirement  plans) may purchase
Shares of the Fund pursuant to an IRA.  However,  contributions  to an IRA by an
individual who is covered by a qualified private or governmental plan may not be
tax-deductible depending on the individual's income. Custodial services for IRAs
are available through FTTC. Disclosure statements summarizing certain aspects of
IRAs are furnished to all persons investing in such accounts, in accordance with
IRS regulations.

         SIMPLIFIED  EMPLOYEE  PENSIONS  (SEP-IRA).  For  employers  who wish to
establish a simplified form of employee  retirement  program investing in Shares
of the Fund, there are available  Simplified  Employee  Pensions invested in IRA
plans.  Details and  materials  relating to these plans will be  furnished  upon
request to the Principal Underwriter.

         RETIREMENT PLAN FOR EMPLOYEES OF TAX-EXEMPT ORGANIZATIONS
(403(B)).  Employees of public school systems and certain types
of charitable organizations may enter into a deferred



                                                     - 31 -

<PAGE>



compensation  arrangement  for the purchase of Shares of the Fund without  being
taxed currently on the investment.  Contributions which are made by the employer
through salary  reduction are excludable  from the gross income of the employee.
Such deferred  compensation  plans,  which are intended to qualify under Section
403(b) of the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  are
available through the Principal Underwriter.
Custodial services are provided by FTTC.

         QUALIFIED  PLAN  FOR   CORPORATIONS,   SELF-EMPLOYED   INDIVIDUALS  AND
PARTNERSHIPS.  For  employers  who  wish  to  purchase  Shares  of the  Fund  in
conjunction  with employee  retirement  plans,  there is a prototype master plan
which has been approved by the IRS. A "Section  401(k) plan" is also  available.
FTTC  furnishes  custodial  services  for  these  plans.  For  further  details,
including custodian fees and plan administration  services,  see the master plan
and related material which is available from the Principal Underwriter.

         LETTER OF INTENT.  Purchasers  who intend to invest  $50,000 or more in
Class I Shares of the Fund or any other fund in the Franklin  Group of Funds and
the Templeton Family of Funds,  except Templeton Capital Accumulator Fund, Inc.,
Templeton  Variable  Annuity  Fund,  Templeton  Variable  Products  Series Fund,
Franklin Valuemark Funds and Franklin Government Securities Trust (the "Franklin
Templeton Funds"), within 13 months (whether in one lump sum or in installments,
the first of which may not be less than 5% of the total intended amount and each
subsequent  installment  not less than $25 unless the  investor is a  qualifying
employee benefit plan (the "Benefit Plan"),  including automatic  investment and
payroll  deduction  plans),  and to  beneficially  hold the total amount of such
Class I Shares fully paid for and  outstanding  simultaneously  for at least one
full business day before the expiration of that period,  should execute a Letter
of Intent  ("LOI") on the form provided in the  Shareholder  Application  in the
Prospectus.  Payment  for not less than 5% of the  total  intended  amount  must
accompany  the executed LOI unless the  investor is a Benefit  Plan.  Except for
purchases of Shares by a Benefit Plan,  those Class I Shares  purchased with the
first 5% of the  intended  amount  stated  in the LOI will be held as  "Escrowed
Shares" for as long as the LOI remains unfulfilled. Although the Escrowed Shares
are registered in the investor's name, his full ownership of them is conditional
upon  fulfillment of the LOI. No Escrowed Shares can be redeemed by the investor
for  any  purpose  until  the  LOI is  fulfilled  or  terminated.  If the LOI is
terminated for any reason other than fulfillment, the Transfer Agent will redeem
that portion of the Escrowed  Shares  required and apply the proceeds to pay any
adjustment that may be appropriate to the sales commission on all Class I Shares
(including the Escrowed Shares) already purchased under the LOI



                                                     - 32 -

<PAGE>



and apply any unused balance to the investor's account. The LOI is not a binding
obligation to purchase any amount of Shares,  but its  execution  will result in
the purchaser paying a lower sales charge at the appropriate  quantity  purchase
level. A purchase not originally made pursuant to an LOI may be included under a
subsequent  LOI  executed  within 90 days of such  purchase.  In this  case,  an
adjustment  will be made at the end of 13 months from the effective  date of the
LOI at the net asset value per Share then in effect,  unless the investor  makes
an earlier  written  request to the Principal  Underwriter  upon  fulfilling the
purchase  of Shares  under the LOI.  In  addition,  the  aggregate  value of any
Shares, including Class II Shares, purchased prior to the 90-day period referred
to above may be applied to purchases under a current LOI in fulfilling the total
intended  purchases  under the LOI.  However,  no  adjustment  of sales  charges
previously paid on purchases prior to the 90-day period will be made.

         If an LOI is  executed  on  behalf of a benefit  plan  (such  plans are
described  under  "How to Buy  Shares of the Fund -- Net Asset  Value  Purchases
(Both Classes)" in the Prospectus),  the level and any reduction in sales charge
for these employee benefit plans will be based on actual plan  participation and
the projected investments in the Franklin Templeton Funds under the LOI. Benefit
Plans are not  subject to the  requirement  to reserve 5% of the total  intended
purchase,  or to any penalty as a result of the early termination of a plan, nor
are Benefit  Plans  entitled  to receive  retroactive  adjustments  in price for
investments made before executing LOIs.

         SPECIAL NET ASSET VALUE PURCHASES. As discussed in the Prospectus under
"How to Buy  Shares  of the  Fund -  Description  of  Special  Net  Asset  Value
Purchases,"  certain  categories of investors may purchase Class I Shares of the
Fund at net asset  value  (without a  front-end  or  contingent  deferred  sales
charge). Franklin Templeton Distributors,  Inc. ("FTD") or one of its affiliates
may make payments, out of its own resources,  to securities dealers who initiate
and are responsible for such purchases,  as indicated  below. FTD may make these
payments  in  the  form  of  contingent  advance  payments,  which  may  require
reimbursement  from the securities  dealers with respect to certain  redemptions
made within 12 months of the calendar month following purchase, as well as other
conditions,  all of which may be imposed by an  agreement  between  FTD,  or its
affiliates, and the securities dealer.

         The following amounts will be paid by FTD or one of its affiliates, out
of its own resources, to securities dealers who initiate and are responsible for
(i) purchases of most equity and fixed-income  Franklin  Templeton Funds made at
net asset value by certain designated retirement plans (excluding IRA and IRA



                                                     - 33 -

<PAGE>



rollovers):  1.00% on sales of $1 million but less than $2 millon, plus 0.80% on
sales of $2 million but less than $3 million,  plus 0.50% on sales of $3 million
but less than $50 million, plus 0.25% on sales of $50 million but less than $100
million, plus 0.15% on sales of $100 million or more; and (ii) purchases of most
fixed-income  Franklin Templeton Funds made at net asset value by non-designated
retirement  plans:  0.75% on sales of $1 million but less than $2 million,  plus
0.60% on sales of $2 million but less than $3 million, plus 0.50% on sales of $3
million but less than $50  million,  plus 0.25% on sales of $50 million but less
than $100  million,  plus 0.15% on sales of $100 million or more.  These payment
breakpoints are reset every 12 months for purposes of additional purchases. With
respect to  purchases  made at net asset value by certain  trust  companies  and
trust  departments of banks and certain  retirement plans of organizations  with
collective  retirement  plan assets of $10  million or more,  FTD, or one of its
affiliates, out of its own resources, may pay up to 1% of the amount invested.

         Under  agreements with certain banks in Taiwan,  Republic of China, the
Fund's  Shares are  available  to such banks'  discretionary  trust funds at net
asset  value.  The  banks  may  charge  service  fees  to  their  customers  who
participate in the discretionary  trusts.  Pursuant to agreements,  a portion of
such  service  fees may be paid to FTD,  or an  affiliate  of FTD to help defray
expenses of maintaining a service office in Taiwan,  including  expenses related
to local literature fulfillment and communication facilities.

   
         REDEMPTIONS  IN KIND.  Redemption  proceeds are normally  paid in cash;
however,  the  Fund  may pay  the  redemption  price  in  whole  or in part by a
distribution  in kind of  securities  from the portfolio of the Fund, in lieu of
cash, in conformity with rules of the SEC. In such circumstances, the securities
distributed  would be valued at the price used to  compute  the Fund's net asset
value.  If Shares are redeemed in kind,  the redeeming  Shareholder  might incur
brokerage  costs in  converting  the assets into cash.  The Fund is obligated to
redeem  Shares  solely  in cash up to the  lesser of  $250,000  or 1% of its net
assets during any 90-day period for any one Shareholder.
    

                                   TAX STATUS

         The Fund  intends  normally  to pay a dividend  at least once  annually
representing substantially all of its net investment income and to distribute at
least  annually  any realized  capital  gains.  By so doing and meeting  certain
diversification  of assets and other  requirements of the Code, the Fund intends
to qualify annually as a regulated investment company under the Code. The status
of the Fund as a regulated investment company does not



                                                     - 34 -

<PAGE>



involve government  supervision of management or of its investment  practices or
policies. As a regulated investment company, the Fund generally will be relieved
of liability  for United  States  Federal  income tax on that portion of its net
investment  income (which includes,  among other items,  dividends and interest)
and net realized capital gains which it distributes to its Shareholders. Amounts
not   distributed  on  a  timely  basis  in  accordance  with  a  calendar  year
distribution  requirement  also are subject to a nondeductible 4% excise tax. To
prevent application of the excise tax, the Fund intends to make distributions in
accordance with the calendar year distribution requirement.

         Among  other  things,  in order for the Fund to qualify as a  regulated
investment  company,  at least 90% of its income for each  taxable  year must be
so-called "qualifying income" (e.g., interest, dividends, gains from the sale or
other  disposition of stocks and securities,  and other income  (including gains
from  options,  futures,  and forward  contracts)  derived  with  respect to the
business of investing in stocks or  securities).  Certain of the debt securities
acquired  by the Fund may be  secured in whole or in part by  interests  in real
estate.  If the Fund were to acquire real estate (by foreclosure,  for example),
income, if any,  generated by that real estate (including rental income and gain
on its  disposition)  may not be regarded as  qualifying  income.  If the Fund's
non-qualifying  income for a taxable year exceeded 10% of its gross  income,  it
would fail to qualify as a regulated investment company and it would be taxed in
the same  manner as an  ordinary  corporation.  In that case,  the Fund would be
ineligible  to  deduct  its   distributions   to  its   Shareholders  and  those
distributions,  to the extent  derived from the Fund's  current and  accumulated
earnings and profits,  would constitute dividends (which may be eligible for the
corporate  dividends-received  deduction)  which are taxable to  Shareholders as
ordinary income, even though those  distributions  might otherwise,  at least in
part, have been treated in the Shareholder's hands as long-term capital gain. If
the Fund fails to qualify as a regulated  investment  company in a given taxable
year, it must  distribute  its earnings and profits  accumulated in that year in
order to qualify again as a regulated investment company.

         Amounts not distributed on a timely basis in accordance with a calendar
year  distribution  requirement are subject to a nondeductible 4% excise tax. To
prevent  application  of the tax, the Fund must  distribute or be deemed to have
distributed  with respect to each  calendar  year an amount equal to the sum of:
(1) at least 98% of its  ordinary  income (not  taking into  account any capital
gains or losses) for the calendar year; (2) at least 98% of its capital gains in
excess of its capital  losses  (adjusted  for certain  ordinary  losses) for the
12-month  period ending on October 31 of the calendar  year; and (3) all taxable
ordinary



                                                     - 35 -

<PAGE>



income and capital  gains for previous  years that were not  distributed  during
such  years.  A  distribution  will be  treated  as paid on  December  31 of the
calendar year if it is declared by the Fund in October, November, or December of
that  year to  Shareholders  of record on a date in such a month and paid by the
Fund during January of the following  calendar year. Such  distributions will be
treated  as  received  by  Shareholders  in  the  calendar  year  in  which  the
distributions  are  declared,  rather  than  the  calendar  year  in  which  the
distributions are received.

         Dividends of net investment income and net short-term capital gains are
taxable to  Shareholders  as ordinary  income.  Distributions  of net investment
income may be eligible  for the  corporate  dividends-received  deduction to the
extent  attributable to the Fund's  qualifying  dividend  income.  However,  the
alternative minimum tax applicable to corporations may reduce the benefit of the
dividends-received deduction.  Distributions of net capital gains (the excess of
net long-term  capital gains over net short-term  capital losses)  designated by
the Fund as capital  gain  dividends  are taxable to  Shareholders  as long-term
capital gains, regardless of the length of time the Fund's Shares have been held
by a  Shareholder,  and are not eligible for the  dividends-received  deduction.
Generally,  dividends and  distributions  are taxable to  Shareholders,  whether
received in cash or reinvested in Shares of the Fund. Any distributions that are
not from the Fund's investment company taxable income or net capital gain may be
characterized  as a return of  capital to  Shareholders  or, in some  cases,  as
capital  gain.  Shareholders  will be  notified  annually  as to the Federal tax
status of dividends and distributions they receive and any tax withheld thereon.

         Distributions  by the  Fund  reduce  the net  asset  value  of the Fund
Shares.  Should a distribution  reduce the net asset value below a Shareholder's
cost basis, the distribution nevertheless would be taxable to the Shareholder as
ordinary  income or  capital  gain as  described  above,  even  though,  from an
investment  standpoint,  it may  constitute  a  partial  return of  capital.  In
particular,  investors  should be careful to consider  the tax  implications  of
buying  Shares  just prior to a  distribution  by the Fund.  The price of Shares
purchased at that time includes the amount of the forthcoming distribution,  but
the distribution will generally be taxable to them.

         The Fund may invest in real estate  investment  trusts  ("REITs")  that
hold residual interests in real estate mortgage investment conduits  ("REMICs").
Under  Treasury  regulations  that  have  not yet  been  issued,  but may  apply
retroactively,  a portion of the Fund's income from a REIT that is  attributable
to the REITs residual interest in a REMIC (referred to in the Code as an



                                                     - 36 -

<PAGE>



"excess  inclusion") will be subject to Federal income tax in all events.  These
regulations  are also  expected  to provide  that excess  inclusion  income of a
regulated   investment  company,   such  as  the  Fund,  will  be  allocated  to
shareholders of the regulated  investment company in proportion to the dividends
received by such shareholders, with the same consequences as if the shareholders
held the related REMIC residual interest directly. In general,  excess inclusion
income  allocated to shareholders  (i) cannot be offset by net operating  losses
(subject to a limited  exception  for certain  thrift  institutions),  (ii) will
constitute  unrelated business taxable income to entities (including a qualified
pension plan, an individual  retirement  account, a 401(k) plan, a Keogh plan or
other tax-exempt  entity) subject to tax on unrelated  business income,  thereby
potentially  requiring such an entity that is allocated excess inclusion income,
and otherwise  might not be required to file a tax return,  to file a tax return
and pay tax on such income, and (iii) in the case of a foreign shareholder, will
not qualify for any reduction in U.S. federal  withholding tax. In addition,  if
at any time during any taxable year a "disqualified organization" (as defined in
the Code) is a record holder of a share in a regulated investment company,  then
the regulated  investment company will be subject to a tax equal to that portion
of its excess  inclusion  income for the taxable  year that is  allocable to the
disqualified  organization,  multiplied by the highest  federal  income tax rate
imposed on corporations. The Investment Manager does not intend on behalf of the
Fund to invest in REITs,  a substantial  portion of the assets of which consists
of residual interests in REMICs.

         The Fund may invest in stocks of foreign  companies that are classified
under the Code as passive foreign investment companies ("PFICs").  In general, a
foreign  company  is  classified  as a PFIC if at least  one-half  of its assets
constitute  investment-type  assets  or  75% or  more  of its  gross  income  is
investment-type  income. Under the PFIC rules, an "excess distribution" received
with respect to PFIC stock is treated as having been  realized  ratably over the
period  during  which  the Fund held the PFIC  stock.  The Fund  itself  will be
subject  to tax on the  portion,  if any,  of the  excess  distribution  that is
allocated to the Fund's  holding  period in prior taxable years (and an interest
factor will be added to the tax, as if the tax had actually been payable in such
prior taxable years) even though the Fund distributes the  corresponding  income
to  Shareholders.  Excess  distributions  include any gain from the sale of PFIC
stock as well as certain distributions from a PFIC. All excess distributions are
taxable as ordinary income.

         The Fund may be able to elect alternative tax treatment with respect to
PFIC  stock.  Under  an  election  that  currently  may be  available,  the Fund
generally would be required to include in its



                                                     - 37 -

<PAGE>



gross income its share of the earnings of a PFIC on a current basis,  regardless
of whether any  distributions  are received from the PFIC. If this election were
made, the special  rules,  discussed  above,  relating to the taxation of excess
distributions,  would not apply. In addition,  another election may be available
that would  involve  marking to market the Fund's PFIC shares at the end of each
taxable  year (and on certain  other  dates  prescribed  in the Code),  with the
result that unrealized  gains are treated as though they were realized.  If this
election were made,  tax at the fund level under the PFIC rules would  generally
be eliminated, but the Fund could, in limited circumstances, incur nondeductible
interest  charges.  The Fund's  intention  to qualify  annually  as a  regulated
investment company may limit its elections with respect to PFIC shares.

         Because  the  application  of the PFIC rules may  affect,  among  other
things, the character of gains, the amount of gain or loss and the timing of the
recognition  of income with  respect to PFIC stock,  as well as subject the Fund
itself  to tax on  certain  income  from PFIC  stock,  the  amount  that must be
distributed to Shareholders, and which will be taxed to Shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a fund that did not invest in PFIC stock.

         Income  received by the Fund from sources within foreign  countries may
be subject to  withholding  and other  income or similar  taxes  imposed by such
countries. If more than 50% of the value of the Fund's total assets at the close
of its taxable year  consists of securities  of foreign  corporations,  the Fund
will  be  eligible  and  intends  to  elect  to  "pass  through"  to the  Fund's
Shareholders  the amount of foreign  taxes  paid by the Fund.  Pursuant  to this
election, a Shareholder will be required to include in gross income (in addition
to taxable dividends  actually received) his pro rata share of the foreign taxes
paid by the  Fund,  and  will be  entitled  either  to  deduct  (as an  itemized
deduction)  his pro rata share of foreign  income and similar taxes in computing
his taxable income or to use it as a foreign tax credit against his U.S. Federal
income tax liability, subject to limitations. No deduction for foreign taxes may
be  claimed  by a  Shareholder  who  does  not  itemize  deductions,  but such a
Shareholder  may be eligible to claim the foreign tax credit (see  below).  Each
Shareholder  will be  notified  within 60 days  after  the  close of the  Fund's
taxable year whether the foreign taxes paid by the Fund will "pass  through" for
that year.

         Generally, a credit for foreign taxes is subject to the
limitation that it may not exceed the Shareholder's U.S. tax
attributable to his foreign source taxable income.  For this
purpose, if the pass-through election is made, the source of the



                                                     - 38 -

<PAGE>



Fund's income flows through to its Shareholders. With respect to the Fund, gains
from the sale of  securities  will be treated as derived  from U.S.  sources and
certain currency  fluctuation  gains,  including  fluctuation gains from foreign
currency-denominated debt securities,  receivables and payables, will be treated
as ordinary income derived from U.S. sources.  The limitation on the foreign tax
credit is applied  separately to foreign  source  passive income (as defined for
purposes of the foreign tax credit), including the foreign source passive income
passed through by the Fund. Shareholders may be unable to claim a credit for the
full amount of their  proportionate share of the foreign taxes paid by the Fund.
Foreign  taxes may not be  deducted in  computing  alternative  minimum  taxable
income  and  the  foreign  tax  credit  can be used to  offset  only  90% of the
alternative  minimum  tax (as  computed  under  the  Code for  purposes  of this
limitation) imposed on corporations and individuals. If the Fund is not eligible
to make the election to "pass  through" to its  Shareholders  its foreign taxes,
the  foreign  income  taxes it pays  generally  will reduce  investment  company
taxable  income  and the  distributions  by the Fund will be  treated  as United
States source income.

         Certain options,  futures  contracts and forward contracts in which the
Fund may invest are "section  1256  contracts."  Gains or losses on section 1256
contracts  generally are  considered  60% long-term and 40%  short-term  capital
gains or  losses  ("60/40");  however,  foreign  currency  gains or  losses  (as
discussed  below) arising from certain  section 1256 contracts may be treated as
ordinary  income or loss.  Also,  section 1256 contracts held by the Fund at the
end of each taxable year (and at certain other times prescribed  pursuant to the
Code) are "marked-to-market" with the result that unrealized gains or losses are
treated as though they were realized.

         Generally,  the hedging transactions  undertaken by the Fund may result
in  "straddles"  for U.S.  Federal  income tax purposes.  The straddle rules may
affect the  character  of gains (or losses)  realized by the Fund.  In addition,
losses  realized  by the Fund on  positions  that are part of a straddle  may be
deferred  under the  straddle  rules,  rather than being  taken into  account in
calculating  the  taxable  income for the  taxable  year in which the losses are
realized.  Because only a few regulations  implementing  the straddle rules have
been promulgated,  the tax consequences to the Fund of hedging  transactions are
not  entirely  clear.  The  hedging  transactions  may  increase  the  amount of
short-term  capital gain realized by the Fund which is taxed as ordinary  income
when distributed to Shareholders.

         The Fund may make one or more of the elections available
under the Code which are applicable to straddles.  If the Fund



                                                     - 39 -

<PAGE>



makes any of the elections, the amount, character, and timing of the recognition
of gains or losses from the affected straddle positions will be determined under
rules that vary  according to the  election(s)  made.  The rules  applied  under
certain of the elections may operate to accelerate  the  recognition of gains or
losses from the affected straddle positions.

         Because  application  of the straddle rules may affect the character of
gains or losses,  defer losses and/or  accelerate  the  recognition  of gains or
losses  from  the  affected  straddle  positions,   the  amount  which  must  be
distributed to Shareholders  and which will be taxed to Shareholders as ordinary
income or long-term  capital gain may be increased or decreased as compared to a
fund that did not engage in such hedging transactions.

         Requirements   relating  to  the  Fund's  tax  status  as  a  regulated
investment company may limit the extent to which the Fund will be able to engage
in transactions in options, futures contracts and forward contracts.

         Under the Code, gains or losses attributable to fluctuations in foreign
currency  exchange rates which occur between the time the Fund accrues income or
other  receivables  or accrues  expenses or other  liabilities  denominated in a
foreign  currency and the time the Fund actually  collects such  receivables  or
pays such liabilities generally are treated as ordinary income or ordinary loss.
Similarly,  on disposition of debt securities  denominated in a foreign currency
and on  disposition  of certain  financial  contracts,  forward  contracts,  and
options,  gains or losses  attributable  to fluctuations in the value of foreign
currency  between the date of  acquisition  of the  security or contract and the
date of disposition  also are treated as ordinary gain or loss.  These gains and
losses,  referred  to under the Code as  "section  988"  gains and  losses,  may
increase  or  decrease  the  amount of the Fund's  net  investment  income to be
distributed to its Shareholders as ordinary income. For example, fluctuations in
exchange  rates may increase the amount of income that the Fund must  distribute
in order to qualify  for  treatment  as a  regulated  investment  company and to
prevent  application of an excise tax on  undistributed  income.  Alternatively,
fluctuations  in exchange rates may decrease or eliminate  income  available for
distribution.  If section 988 losses exceed other net investment income during a
taxable  year,   the  Fund  would  not  be  able  to  make   ordinary   dividend
distributions,  or  distributions  made before the losses were realized would be
recharacterized  as a return of capital to  Shareholders  for Federal income tax
purposes, rather than as an ordinary dividend, reducing each Shareholder's basis
in his Fund Shares, or as a capital gain.




                                                     - 40 -

<PAGE>



         Upon the sale or exchange of his Shares,  a Shareholder  will realize a
taxable gain or loss depending  upon his basis in the Shares.  Such gain or loss
will be treated as capital gain or loss if the Shares are capital  assets in the
Shareholder's  hands,  and  generally  will be  long-term  if the  Shareholder's
holding period for the Shares is more than one year and generally otherwise will
be short-term. Any loss realized on a sale or exchange will be disallowed to the
extent that the Shares disposed of are replaced  (including  replacement through
the reinvesting of dividends and capital gain  distributions in the Fund) within
a period of 61 days beginning 30 days before and



                                                     - 41 -

<PAGE>



ending 30 days after the disposition of the Shares. In such a case, the basis of
the Shares  acquired will be adjusted to reflect the  disallowed  loss. Any loss
realized by a Shareholder on the sale of Fund Shares held by the Shareholder for
six  months or less  will be  treated  for  Federal  income  tax  purposes  as a
long-term  capital loss to the extent of any  distributions of long-term capital
gains received by the Shareholder with respect to such Shares.

         Under  certain  circumstances,  the sales charge  incurred in acquiring
Shares of the Fund may not be taken into account in determining the gain or loss
on the  disposition of those Shares.  This rule applies where Shares of the Fund
are exchanged  within 90 days after the date they were  purchased and new Shares
of the Fund or  another  eligible  regulated  investment  company  are  acquired
without a sales charge or at a reduced sales charge.  In that case,  the gain or
loss  recognized on the exchange  will be  determined by excluding  from the tax
basis of the Shares  exchanged all or a portion of the sales charge  incurred in
acquiring those Shares.  This exclusion applies to the extent that the otherwise
applicable  sales charge with respect to the newly acquired Shares is reduced as
a result of having incurred a sales charge  initially.  The portion of the sales
charge  affected by this rule will be treated as a sales charge paid for the new
Shares.

         The Fund generally will be required to withhold Federal income tax at a
rate  of  31%  ("backup   withholding")   from  dividends  paid,   capital  gain
distributions,  and redemption  proceeds to  Shareholders if (1) the Shareholder
fails to furnish the Fund with the Shareholder's correct taxpayer identification
number or social security number and to make such certifications as the Fund may
require,  (2) the IRS notifies the  Shareholder or the Fund that the Shareholder
has failed to report  properly  certain  interest and dividend income to the IRS
and to respond to notices to that  effect,  or (3) when  required  to do so, the
Shareholder fails to certify that he is not subject to backup  withholding.  Any
amounts  withheld may be credited against the  Shareholder's  Federal income tax
liability.

         Distributions also may be subject to state, local and
foreign taxes.  U.S. tax rules applicable to foreign investors
may differ significantly from those outlined above.  Shareholders
are advised to consult their own tax advisers for details with
respect to the particular tax consequences to them of an
investment in the Fund.

                             PRINCIPAL UNDERWRITER




                                                     - 42 -

<PAGE>



         Franklin Templeton Distributors, Inc. ("FTD" or the
"Principal Underwriter"), P.O. Box 33030, St. Petersburg, Florida
33733-8030, toll free telephone (800) 237-0738, is the Principal
Underwriter of the Fund's Shares.  FTD is a wholly owned
subsidiary of Franklin.

         The Fund,  pursuant  to Rule 12b-1  under the 1940 Act,  has  adopted a
Distribution Plan with respect to each class of Shares (the "Plans").  Under the
Plan  adopted  with  respect  to Class I  Shares,  the Fund  may  reimburse  the
Principal Underwriter or others quarterly (subject to a limit of 0.25% per annum
of the Fund's average daily net assets attributable to Class I Shares) for costs
and expenses  incurred by FTD or others in connection with any activity which is
primarily intended to result in the sale of Fund Shares.  Under the Plan adopted
with  respect  to Class II  Shares,  the Fund will pay FTD or  others  quarterly
(subject  to a limit of $1.00%  per annum of the  Fund's  average  daily  assets
attributable  to Class II Shares of which up to 0.25% of such net  assets may be
paid to dealers for personal service and/or maintenance of Shareholder accounts)
for costs and expenses incurred by FTD or others in connection with any activity
which is primarily intended to result in the sale of the Fund's Shares. Payments
to FTD or  others  could be for  various  types  of  activities,  including  (1)
payments to  broker-dealers  who provide certain services of value to the Fund's
Shareholders  (sometimes  referred to as a "trail fee");  (2)  reimbursement  of
expenses  relating  to  selling  and  servicing  efforts  or of  organizing  and
conducting sales seminars;  (3) payments to employees or agents of the Principal
Underwriter who engage in or support distribution of Shares; (4) payments of the
costs of  preparing,  printing  and  distributing  Prospectuses  and  reports to
prospective investors and of printing and advertising  expenses;  (5) payment of
dealer commissions and wholesaler  compensation in connection with sales of Fund
Shares and interest or carrying  charges in connection  therewith;  and (6) such
other  similar  services  as the  Fund's  Board  of  Trustees  determines  to be
reasonably  calculated  to result in the sale of Shares.  Under the Plan adopted
with respect to Class I Shares, the costs and expenses not reimbursed in any one
given quarter  (including costs and expenses not reimbursed  because they exceed
0.25% of the Fund's average daily net assets attributable to Class I Shares) may
be reimbursed in subsequent quarters or years.

   
         During the fiscal year ended  August 31, 1995,  FTD incurred  costs and
expenses of $353,806 in connection  with  distribution  of Class I Shares of the
Fund and $2,642 in connection with Class II Shares of the Fund.  During the same
period,  the Fund made  reimbursements in the amount of $328,175 pursuant to the
Class I Plan and in the amount of  $325,533  pursuant  to the Class II Plan.  As
indicated
    



                                                     - 43 -

<PAGE>



   
above, unreimbursed expenses, which amount to $ 30,457 for Class I Shares of the
Fund,  may be  reimbursed  by the Fund during the fiscal year ending  August 31,
1996 or in subsequent years. In the event that the Plan is terminated,  the Fund
will not be liable to FTD for any  unreimbursed  expenses  that had been carried
forward from previous  months or years.  During the fiscal year ended August 31,
1995, FTD spent,  pursuant to the Plans, the following amounts on:  compensation
to dealers, $274,253 (Class I) and $193 (Class II); sales promotion, $0 (Class I
and Class II); printing,  $72,996 (Class I) and $17 (Class II); advertising,  $0
(Class I and Class II); and wholesale  costs and expenses,  $6,557 (Class I) and
$2,432 (Class II).

         The Distribution Agreement provides that the Principal Underwriter will
use its best efforts to maintain a broad distribution of the Fund's Shares among
bona fide investors and may sign selling agreements with responsible dealers, as
well as sell to individual  investors.  The Shares are sold only at the Offering
Price in effect  at the time of sale,  and the Fund  receives  not less than the
full net asset value of the Shares sold. The discount between the Offering Price
and the net asset value may be retained by the Principal  Underwriter  or it may
reallow all or any part of such  discount to  dealers.  During the fiscal  years
ended  August  31,  1995,  1994,  and  1993,  FTD (and,  prior to June 1,  1993,
Templeton  Funds   Distributor,   Inc.)  retained  of  such  discount  $159,475,
$422,672and $141,190, or approximately 14.13%, 15.52%and 16%, respectively.

         The Distribution  Agreement  provides that the Fund shall pay the costs
and expenses  incident to  registering  and qualifying its Shares for sale under
the  Securities  Act of 1933  and  under  the  applicable  Blue  Sky laws of the
jurisdictions  in which the Principal  Underwriter  desires to  distribute  such
Shares, and for preparing, printing and distributing prospectuses and reports to
Shareholders.  The Principal  Underwriter  pays the cost of printing  additional
copies of prospectuses  and reports to Shareholders  used for selling  purposes.
(The Fund pays costs of  preparation,  set-up and  initial  supply of the Fund's
prospectus for existing Shareholders.)

         The  Distribution  Agreement is subject to renewal from year to year in
accordance with the provisions of the 1940 Act and terminates  automatically  in
the  event of its  assignment.  The  Distribution  Agreement  may be  terminated
without  penalty  by either  party  upon 60 days'  written  notice to the other,
provided termination by the Fund shall be approved by the Board of Trustees or a
majority  (as  defined  in the  1940  Act) of the  Shareholders.  The  Principal
Underwriter is relieved of liability
    



                                                     - 44 -

<PAGE>



for any act or omission  in the course of its  performance  of the  Distribution
Agreement, in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations.

   
         FTD is the  principal  underwriter  for the  other  Franklin  Templeton
Funds.
    

                             DESCRIPTION OF SHARES

         The Shares have  non-cumulative  voting rights so that the holders of a
plurality  of the Shares  voting for the  election  of  Trustees at a meeting at
which 50% of the outstanding  Shares are present can elect all the Trustees and,
in such event,  the holders of the  remaining  Shares voting for the election of
Trustees  will  not be able to elect  any  person  or  persons  to the  Board of
Trustees.

         The  Declaration  of Trust  provides  that the holders of not less than
two-thirds of the outstanding  Shares of the Fund may remove a person serving as
Trustee  either  by  declaration  in  writing  or at a meeting  called  for such
purpose.  The  Trustees  are  required  to call a  meeting  for the  purpose  of
considering  the removal of a person  serving as Trustee if requested in writing
to do so by the  holders of not less than 10% of the  outstanding  Shares of the
Fund. In addition,  the Fund is required to assist Shareholder  communication in
connection with the calling of a Shareholder  meeting to consider the removal of
a Trustee.

         Under   Massachusetts   law,    Shareholders   could,   under   certain
circumstances,  be held  personally  liable  for the  obligations  of the  Fund.
However,  the  Declaration  of Trust  disclaims  liability of the  Shareholders,
Trustees or officers of the Fund for acts or obligations of the Fund,  which are
binding only on the assets and property of the Fund.  The  Declaration  of Trust
provides for  indemnification  out of Fund property for all loss and expenses of
any Shareholder held personally liable for the obligations of the Fund. The risk
of a Shareholder incurring financial loss on account of Shareholder liability is
limited to  circumstances  in which the Fund itself  would be unable to meet its
obligations and, thus, should be considered remote.

                            PERFORMANCE INFORMATION

         The  Fund  may,  from  time  to  time,  include  its  total  return  in
advertisements or reports to Shareholders or prospective  investors.  Quotations
of average  annual  total  return for the Fund will be expressed in terms of the
average  annual  compounded  rate of return for periods in excess of one year or
the total return for periods less than one year of a hypothetical



                                                     - 45 -

<PAGE>



   
investment in the Fund over a period of one, five and ten years (or, if less, up
to the life of the Fund) 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 for  periods  of one year or more or the total  return for
periods  of less than one year,  n = the  number of years,  and ERV = the ending
redeemable  value of a hypothetical  $1,000 payment made at the beginning of the
period).  All total return figures  reflect the deduction of the maximum initial
sales charge and deduction of a proportional share of Fund expenses on an annual
basis, and assume that all dividends and distributions are reinvested when paid.
The average annualized total return for the one-year and five-year periods ended
August 31, 1995 and for the period from  commencement of operations on September
12, 1989 to August 31, 1995 was -7.39%,  10.72%,  and 6.90%,  respectively,  for
Class I Shares.
    

         Performance  information  for the Fund may be compared,  in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index, Dow Jones
Industrial Average, or other unmanaged indices so that investors may compare the
Fund's results with those of a group of unmanaged  securities widely regarded by
investors as  representative  of the  securities  market in general;  (ii) other
groups of mutual funds  tracked by Lipper  Analytical  Services,  Inc., a widely
used independent  research firm which ranks mutual funds by overall performance,
investment  objectives  and  assets,  or tracked by other  services,  companies,
publications,  or persons who rank mutual funds on overall  performance or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an  investment in the Fund.  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 Fund reflects only the performance of a
hypothetical  investment in the Fund during the particular  time period on which
the  calculations  are based.  Performance  information  should be considered in
light of the Fund's  investment  objectives  and policies,  characteristics  and
quality of the portfolio 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.

         From time to time, the Fund and the  Investment  Manager may also refer
to the following information:

         1.       The Investment  Manager's and its affiliates'  market share of
                  international  equities  managed in mutual  funds  prepared or
                  published  by  Strategic  Insight  or  a  similar  statistical
                  organization.



                                                     - 46 -

<PAGE>




         2.       The performance of U.S. equity and debt markets
                  relative to foreign markets prepared or published by
                  Morgan Stanley Capital International or a similar
                  financial organization.

         3.       The capitalization of U.S. and foreign stock markets as
                  prepared or published by the International Finance
                  Corporation, Morgan Stanley Capital International or a
                  similar financial organization.

   
         4.       The geographic and industry distribution of the Fund's
                  portfolio and the Fund's top ten holdings.
    

         5.       The gross  national  product and  populations,  including  age
                  characteristics,    literacy   rates,    foreign    investment
                  improvements due to a liberalization  of securities laws and a
                  reduction  of  foreign   exchange   controls,   and  improving
                  communication technology, of various countries as published by
                  various statistical organizations.

         6.       To assist investors in understanding the different
                  returns and risk characteristics of various
                  investments, the Fund may show historical returns of
                  various investments and published indices (E.G.,
                  Ibbotson Associates, Inc. Charts and Morgan Stanley
                  EAFE - Index).

         7.       The major industries located in various jurisdictions
                  as published by the Morgan Stanley Index.

         8.       Rankings by DALBAR Surveys, Inc. with respect to mutual
                  fund shareholder services.

         9.       Allegorical stories illustrating the importance of
                  persistent long-term investing.

         10.      The Fund's portfolio turnover rate and its ranking
                  relative to industry standards as published by Lipper
                  Analytical Services, Inc. or Morningstar, Inc.

         11.      A  description  of  the  Templeton  organization's  investment
                  management  philosophy  and approach,  including its worldwide
                  search  for  undervalued  or  "bargain"   securities  and  its
                  diversification  by  industry,  nation  and type of  stocks or
                  other securities.




                                                     - 47 -

<PAGE>



         12.      Quotations from the Templeton organization's founder,
                  Sir John Templeton,* advocating the virtues of
                  diversification and long-term investing, including the
                  following:

                  o         "Never follow the crowd.  Superior performance is
                           possible only if you invest differently from the
                           crowd."

                  o         "Diversify by company, by industry and by
                           country."

                  o         "Always maintain a long-term perspective."

                  o         "Invest for maximum total real return."

                  o         "Invest - don't trade or speculate."

                  o         "Remain flexible and open-minded about types of
                           investment."

                  o         "Buy low."

                  o         "When buying stocks, search for bargains among
                           quality stocks."

                  o         "Buy value, not market trends or the economic
                           outlook."

                  o         "Diversify.  In stocks and bonds, as in much else,
                           there is safety in numbers."

                  o         "Do your homework or hire wise experts to help
                           you."

                  o         "Aggressively monitor your investments."

                  o         "Don't panic."

                  o         "Learn from your mistakes."

                  o         "Outperforming the market is a difficult task."

- --------
   
        *        Sir John Templeton sold the Templeton organization to
                 Franklin Resources, Inc. in October, 1992 and resigned from
                 the Fund's Board on April 16, 1995.  He is no longer
                 involved with the investment management process.
    



                                                     - 48 -

<PAGE>



                  o         "An investor who has all the answers doesn't even
                           understand all the questions."

                  o         "There's no free lunch."

                  o         "And now the last principle:  Do not be fearful or
                           negative too often."

         In addition,  the Fund and the Investment Manager may also refer to the
number of  Shareholders  in the Fund or the aggregate  number of shareholders of
the Franklin  Templeton  Funds or the dollar amount of fund and private  account
assets under management in advertising materials.

                              FINANCIAL STATEMENTS

   
         The financial statements contained in the Annual Report to Shareholders
of Templeton Real Estate  Securities Fund dated August 31, 1995 are incorporated
herein by reference.
    










































                                                     - 49 -

<PAGE>










































































TL410 STMT 01/96





<PAGE>



PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

   
                  (a)      Financial Statements:  Incorporated by Reference
                           from Registrant's 1995 Annual Report
    

                           Independent Auditor's Report

   
                           Investment Portfolio as of August 31, 1995

                           Statement of Assets and Liabilities as of
                           August 31, 1995

                           Statement of Operations for the year ended
                           August 31, 1995

                           Statement of Changes in Net Assets for the years
                           ended August 31, 1995 and 1994
    

                           Notes to Financial Statements

                  (b)  Exhibits

                           (1)  (A)  Declaration of Trust

                   (B) Second Amendment to the Declaration of
                                            Trust

                   (C) Third Amendment to the Declaration of
                                     Trust*

                 (D) Establishment and Designation of Classes*

                           (2)  By-Laws

                           (3)  Not Applicable

                           (4)  Specimen Security*

                           (5)  Amended and Restated Investment Management
                                    Agreement*

                           (6)  (A)  Distribution Agreement

                                    (B)  Dealer Agreement

                           (7)  Not Applicable
- ---------------

*        Previously filed with Registration Statement No. 33-30018 and 
         incorporated by reference herein.

                           (8)  Custody Agreement

                           (9)  (A)  Business Management Agreement

                                    (B)  Form of Transfer Agent Agreement

                    (C) Form of Sub-Transfer Agent Services
                                            Agreement

                                    (D)  Form of Sub-Accounting Services
                                            Agreement

                           (10) Opinion and consent of counsel (filed with
                                    Rule 24f-2 Notice)

                           (11) Consent of independent public accountants

                           (12) Not Applicable

                           (13) Subscription Agreement*

                           (14) Not Applicable

                           (15) (A)  Distribution Plan -- Class I*

                                    (B)  Distribution Plan -- Class II*

                           (16) Schedule showing computation of performance
                                    quotations provided in response to Item 22



                                                     - 51 -

<PAGE>




                           (17) Assistant Secretary's Certificate pursuant to
                                    Rule 483(b)

                           (18) Form of Multiclass Plan*

                           (27) Financial Data Schedule

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH   
                  REGISTRANT

                  None

ITEM 26. NUMBER OF HOLDERS OF SECURITIES
                                                                     Number of
   
                  DATE                      TITLE OF CLASS        RECORDHOLDERS
                                    Shares of Beneficial      
         November 30, 1995          Interest -- Class I                11,938

         November 30, 1995          Shares of Beneficial                  197
                                    Interest -- Class II
    




ITEM 27. INDEMNIFICATION.

                  Reference   is  made  to  Article   IV  of  the   Registrant's
                  Declaration of Trust, which is filed herewith.

                  Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to trustees, officers
                  and controlling persons of the Registrant by the Registrant 
                  pursuant to the Declaration of Trust or otherwise, the 
                  Registrant is aware that in the opinion of the Securities and
                  Exchange Commission, such indemnification is against public 
                  policy as expressed in the Act and, therefore, is 
                  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 trustees, officers 
                  or controlling persons of the Registrant in connection with 
                  the successful defense of any act, suit or proceeding) is  
                  asserted by such trustees, officers or controlling persons in 
                  connection with the shares 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 will be governed by the final adjudication of
                  such issues.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
                  AND ITS OFFICERS AND DIRECTORS

                  See "Management of the Fund."  Information regarding the    
                  directors and officers of the Investment Manager is
                  included  in its Form ADV  filed  with the  Commission  and is
                  incorporated herein by reference thereto.

ITEM 29. PRINCIPAL UNDERWRITERS

                  (a)      Franklin Templeton Distributors, Inc. also acts as 
                           principal underwriter of shares of:

                           AGE High Income Fund, Inc.
                           Franklin Balance Sheet Investment 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 Gold Fund
                           Franklin International Trust
                           Franklin Investors Securities Trust
                           Franklin Managed Trust
                           Franklin Money Fund
                           Franklin Municipal Securities Trust
                           Franklin New York Tax-Free Income Fund
                           Franklin New York Tax-Free Trust
                           Franklin Premier Return Fund
                           Franklin Real Estate Securities Trust
                           Franklin Strategic Series
                           Franklin Tax-Advantaged High Yield Securities Fund
                           Franklin Tax-Advantaged International Bond Fund
                           Franklin Tax-Advantaged U.S. Government Securities 
                              Fund
                           Franklin Tax Exempt Money Fund
                           Franklin Tax-Free Trust
                           Franklin Templeton Global Trust
                           Franklin Templeton Japan Fund
                           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



                                                     - 52 -

<PAGE>


                           Templeton Funds, Inc.
                           Templeton Global Investment Trust
                           Templeton Global Opportunities Trust
                           Templeton Growth Fund, Inc.
                           Templeton Income Trust
                           Templeton Institutional Funds, Inc.
                           Templeton Smaller Companies Growth, Inc.
                           Templeton Variable Annuity Fund
                           Templeton Variable Products Series Fund

                  (b)  The directors and officers of FTD, located at 700
                       Central Avenue, St. Petersburg, Florida 33733-9926,  
                       are as follows:
 <TABLE>
<CAPTION>
                                    Positions and Officers             Positions and Officers
NAME                                WITH UNDERWRITER                   WITH REGISTRANT
<S>                                 <C>                               <C>
Charles B. Johnson                 Chairman of the Board              Vice President
                                    and Director

Gregory E. Johnson                 President                          None

Rupert H. Johnson, Jr.             Executive Vice President          Trustee
                                    and Director

Harmon E. Burns                    Executive Vice President           None
                                    and Director

Edward V. McVey                    Senior Vice President              None

Kenneth V. Domingues               Senior Vice President              None

       
Kenneth A. Lewis                   Treasurer                          None

William J. Lippman                 Senior Vice President              None

Richard C. Stoker                  Senior Vice President              None

Charles E. Johnson                 Senior Vice President              None


Deborah R. Gatzek                   Senior Vice President              None
                                    and Assistant Secretary

</TABLE>


<TABLE>
<CAPTION>
                                    Positions and Officers             Positions and Officers
NAME                                WITH UNDERWRITER                   WITH REGISTRANT
<S>                                 <C>                                <C>

       
James K. Blinn                     Vice President                      None

       
Richard O. Conboy                   Vice President                     None

       
James A. Escobedo                   Vice President                     None

Loretta Fry                         Vice President                     None

Robert N. Geppner                   Vice President                     None

       
Mike Hackett                       Vice President                     None

       
Peter Jones                        Vice President                     None

Philip J. Kearns                   Vice President                     None

       
Ken Leder                           Vice President                     None


Jack Lemein                         Vice President                     None



                                                     - 53 -

<PAGE>




John R. McGee                      Vice President                     None

Thomas M. Mistele                  Vice President                     Secretary

Harry G. Mumford                   Vice President                     None

       
Vivian J. Palmieri                 Vice President                     None

       
</TABLE>

<TABLE>
<CAPTION>
                                    Positions and Officers             Positions and Officers
NAME                                WITH UNDERWRITER                   WITH REGISTRANT
<S>                                 <C>                                <C>

       
Kent P. Strazza                     Vice President                     None

   
John R. Kay                         Assistant Vice President          Vice President

Phillip A. Scatina                 Assistant Treasurer                None

Karen DeBellis                      Assistant Treasurer               None
    

       
Leslie M. Kratter                   Secretary                        None

</TABLE>
                  (c)      Not Applicable (Information on unaffiliated
                           underwriters).

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

                  The  accounts,  books,  and  other  documents  required  to be
                  maintained  by  Registrant  pursuant  to Section  31(a) of the
                  Investment   Company   Act  of  1940  and  rules   promulgated
                  thereunder   are  in  the   possession  of  Templeton   Global
                  Investors,  Inc.,  500 East Broward  Blvd.,  Fort  Lauderdale,
                  Florida 33394.

ITEM 31.          MANAGEMENT SERVICES

                  Not Applicable.

ITEM 32.          UNDERTAKINGS

                  (a)      Not Applicable.

                  (b)      Not Applicable.

                  (c)      Registrant undertakes to furnish to each person to 
                            whom its Prospectus is provided a copy of its Annual
                           Report, upon request and without charge.



                                                     - 54 -

<PAGE>



                                   SIGNATURES


   
         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment  Company Act of 1940, the Registrant  certifies that it meets all the
requirements for  effectiveness of the Registration  Statement  pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this  Post-Effective
Amendment  to its  Registration  Statement  to be  signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the City of St. Petersburg,  Florida
on the 29th day of Decembe, 1995.
    



                                     TEMPLETON REAL ESTATE SECURITIES FUND


                                            By:
                                                     Mark G. Holowesko*
                                   President



   
*By:    /S/  THOMAS M. MISTELE
         Thomas M. Mistele
         as attorney-in-fact**
    


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment to the  Registration  Statement has been signed below by the following
persons in the capacities and on the date indicated:


   
    
SIGNATURE                               TITLE                      DATE
- ---------                              -----                      ----
   
_________________________            President (Chief         
Mark G. Holowesko*                   Executive Officer)      December 29, 1995


_________________________           Trustee                  December 29, 1995
F. Bruce Clarke*                                                                


_________________________           Trustee                   December 29, 1995
Betty P. Krahmer*                                                              


_________________________           Trustee                   December 29, 1995
Hasso-G von Diergardt-Naglo*                                  



_________________________           Trustee                   December 29, 1995
Fred R. Millsaps*                                                              


_________________________           Trustee                   December 29, 1995
Charles B. Johnson


_________________________           Trustee                   December 29, 1995
John Wm. Galbraith                       

_________________________           Trustee                  December 29, 1995
Rupert H. Johnson, Jr.*                                                


_________________________           Trustee                  December 29, 1995
Andrew H. Hines, Jr.*                                                   


_________________________           Trustee                  December 29, 1995
Harris J. Ashton*                                                               

_________________________           Trustee                  December 29, 1995
S. Joseph Fortunato*                                                   

_________________________           Trustee                  December 29, 1995
Gordon S. Macklin*                                                              
    




                                                     - 55 -

<PAGE>



   
_________________________           Trustee                   December 29, 1995
Nicholas F. Brady*                                                              



_________________________           Treasurer (Chief          December 29, 1995
James R. Baio*                      Financial and              
    
                                    Accounting Officer)



   
*By:    /S/ THOMAS M. MISTELE
         Thomas M. Mistele
         as attorney-in-fact**
    

**       Powers of Attorney are contained in Post-Effective Amendment No. 4 to
this Registration Statement filed on August 19, 1992,
   
         Post-Effective Amendment No. 6 to this Registration Statement
         filed on November 2, 1993, Post-Effective Amendment No. 7 to
         this Registration Statement filed on December 23, 1993, 
         Post-Effective Amendment No. 9 to this Registration Statement
         file on December 30, 1994, and herein.
    

<PAGE>
EXHIBIT LIST


         EXHIBIT NUMBER                    NAME OF EXHIBIT

   
         (1)(A)                                                    
    
                                        Declaration of Trust

   
         (1)(B)                                                     
                                                                     
                                        Second Amendment to
                                        Declaration of Trust

         (2)                            By-Laws

         (6)(A)                         Distribution Agreement

         (6)(B)                         Dealer Agreement


         (8)                           Custody Agreement

         (9)(A)                        Business Management
                                          Agreement

         (9)(B)                        Form of Transfer Agent
                                         Agreement

         (9)(C)                        Form of Sub-Transfer Agent
                                         Agreement

         (9)(D)                       Form of Sub-Accounting
                                         Services Agreement
    

         (11)                         Consent of Independent
                                         Public Accountants

         (15)(A)                     Distribution Plan --
                                       Class I Shares

         (15)(B)                     Distribution Plan --
                                      Class II Shares

   
         (16)                        Schedule Showing Computation of Performance
                                      Quotations 

        (17)                         Assistant Secretary's Cert-
                                      ificate pursuant to Rule
                                     483(b)
    


         (18)                        Form of Multiclass Plan

         (27)                       Financial Data Schedule



                                                     - 56 -

<





                     TEMPLETON REAL ESTATE SECURITIES FUND



                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                              DATED MARCH 3, 1990




<PAGE>



                               TABLE OF CONTENTS

                                                                    PAGE

ARTICLE I -- NAME AND DEFINITIONS                                     1

             Section 1.1  Name.........................               1
             Section 1.2  Definitions..................               2

ARTICLE II -- TRUSTEES                                                4

             Section 2.1  General Powers.....................         4
             Section 2.2  Investments........................         5
             Section 2.3  Legal Title........................         8
             Section 2.4  Issuance and Repurchase of
                                       Securities..............       8
             Section 2.5  Delegation; Committees.............         9
             Section 2.6  Collection and Payment.............         9
             Section 2.7  Expenses...........................         9
             Section 2.8  Manner of Acting; By-Laws..........        10
             Section 2.9  Miscellaneous Powers...............        11
             Section 2.10 Principal Transactions.............        12
             Section 2.11 Number of Trustees.................        12
             Section 2.12 Election and Term..................        13
             Section 2.13 Resignation and Removal............        13
             Section 2.14 Vacancies..........................        14
             Section 2.15 Delegation of Power to Other
                                       Trustees...................   15

ARTICLE III -- CONTRACTS                                             15

             Section 3.1  Underwriting Contract..............        15
             Section 3.2  Advisory, Management or
                                       Administrative Contracts...   16
             Section 3.3  Other Service Contracts............        16
             Section 3.4  Affiliations of Trustees or
                                       Officers, Etc..............   17
             Section 3.5  Compliance with 1940 Act...........        18

ARTICLE IV -- LIMITATIONS OF LIABILITY OF SHARE-
              HOLDERS, TRUSTEES AND OTHERS                           18

             Section 4.1  No Personal Liability of Share-
                                       holders, Trustees, Etc.....  18
             Section 4.2  Non-Liability of Trustees, Etc.....       19
             Section 4.3  Mandatory Indemnification..........       20
             Section 4.4  No Bond Required of Trustees.......       23
             Section 4.5  No Duty of Investigation; Notice                    
                          in Trust Instruments, Etc........         23
             Section 4.6  Reliance on Experts, Etc........          24


                                                     - 1 -

<PAGE>



                                                                
                 
                                                                 PAGE

ARTICLE V -- SHARES OF BENEFICIAL INTEREST                          25

             Section 5.1  Beneficial Interest.............          25
             Section 5.2  Rights of Shareholders..........          25
             Section 5.3  Trust Only......................          26
             Section 5.4  Issuance of Shares...............         26
             Section 5.5  Register of Shares...............         27
             Section 5.6  Transfer of Shares...............         27
             Section 5.7  Notices..........................         28
             Section 5.8  Treasury Shares..................         29
             Section 5.9  Voting Powers....................         29
             Section 5.10 Meetings of Shareholders.........         30
             Section 5.11 Series Designation...............         30
             Section 5.12 Power of Trustees to Change
                     Provisions Relating to Shares...               34

ARTICLE VI -- REDEMPTION AND REPURCHASE OF SHARES                   36

             Section 6.1  Redemption of Shares..............        36
             Section 6.2  Price.............................        37
             Section 6.3  Payment...........................        37
             Section 6.4  Effect of Suspension of
                                       Determination of Net
               Asset Value.....................                     37
             Section 6.5  Repurchase by Agreement...........        38
             Section 6.6  Redemption of Shareholder's
                                       Interest.................    38
             Section 6.7  Redemption of Shares in Order
                                       to Qualify as Regulated
                                       Investment Company;
                                       Disclosure of Holding....    39
             Section 6.8  Reductions in Number of Out-
                                       standing Shares Pursuant
                                       to Net Asset Value Formula   40
             Section 6.9  Suspension of Right of Redemption.        40

ARTICLE VII -- DETERMINATION OF NET ASSET VALUE, NET
                      INCOME AND DISTRIBUTIONS                      41

             Section 7.1  Net Asset Value...................        41
             Section 7.2  Distributions to Shareholders.....        42
             Section 7.3  Determination of Net Income.......        43
             Section 7.4  Allocation Between Principal and
                                   Income........................   45
             Section 7.5  Power to Modify Foregoing
                                       Procedures................   45


                                                     - 2 -

<PAGE>



ARTICLE VIII -- DURATION, TERMINATION OF TRUST;
                       AMENDMENT; MERGERS, ETC.                      46

             Section 8.1  Duration..........................         46
             Section 8.2  Termination of Trust or
                                       Series of the Trust.......    46
             Section 8.3  Amendment Procedure...............         48
             Section 8.4  Merger, Consolidation and Sale
                                       of Assets.................    49
             Section 8.5  Incorporation.....................         50

ARTICLE IX -- REPORTS TO SHAREHOLDERS                                51

ARTICLE X -- MISCELLANEOUS                                           51

             Section 10.1 Filing............................         51
             Section 10.2 Governing Law.....................         52
             Section 10.3 Counterparts......................         52
             Section 10.4 Reliance by Third Parties.........         53
             Section 10.5 Provisions in Conflict with Law        
               or Regulations..................                      53
             Section l0.6 Name Reservation...............            54



                                                     - 3 -

<PAGE>



                              AMENDED AND RESTATED

                              DECLARATION OF TRUST
                                       OF
                     TEMPLETON REAL ESTATE SECURITIES FUND

             THIS DECLARATION OF TRUST, made July 17, 1989 and amended September
11, 1989 and March 3, 1990 by the Trustees  hereunder  (together  with all other
persons  from time to time duly  elected,  qualified  and serving as Trustees in
accordance with the provisions of Article II hereof, the "Trustees");

             WHEREAS, the Trustees desire to establish a trust for the
investment and reinvestment of funds contributed thereto; and

             WHEREAS,  the Trustees  desire that the beneficial  interest in the
trust assets be divided into  transferable  shares of  beneficial  interest,  as
hereinafter provided;

             NOW,  THEREFORE,  the Trustees  declare that all money and property
contributed  to the trust  established  hereunder  shall be held and  managed in
trust  for the  benefit  of the  holders,  from time to time,  of the  shares of
beneficial interest issued hereunder and subject to the provisions hereof.


                                                     - 1 -

<PAGE>



                                   ARTICLE I
                              NAME AND DEFINITIONS
             SECTION 1.1.  NAME.  The name of the trust created hereby,
until and unless changed by the Trustees as provided in Section
8.3(a) hereof, is "Templeton Real Estate Securities Fund."
             SECTION 1.2.  DEFINITIONS.  Wherever they are used herein,
the following terms have the following respective meanings:
                      (a)  "BY-LAWS" means the By-laws referred to in
Section 2.8 hereof, as from time to time amended.
                      (b)  The terms "COMMISSION" and "INTERESTED PERSON,"
have the meanings given them in the 1940 Act. Except as otherwise defined by the
Trustees in conjunction with the establishment of any series of Shares, the term
"VOTE OF A MAJORITY OF THE SHARES  OUTSTANDING  AND ENTITLED TO VOTE" shall have
the same  meaning  as the term  "VOTE OF A MAJORITY  OF THE  OUTSTANDING  VOTING
SECURITIES" given it in the 1940 Act.
                      (c)  "CUSTODIAN" means any Person other than the
Trust who has custody of any Trust  Property as required by Section 17(f) of the
1940 Act, but does not include a system for the central  handling of  securities
described in said Section 17(f).
                      (d)  "DECLARATION" means this Declaration of Trust as
amended  from  time  to  time.   Reference  in  this  Declaration  of  Trust  to
"DECLARATION",  "HEREOF,"  and  "HEREUNDER"  shall  be  deemed  to refer to this
Declaration  rather  than  exclusively  to the  article or section in which such
words appear.

                                                     - 2 -

<PAGE>



                      (e)  "DISTRIBUTOR" means a party, other than the
Trust, to a contract described in Section 3.1 hereof.
                      (f)  "HIS" shall include the feminine and neuter, as
well as the masculine,  genders,  and the plural as well as the singular number,
in accordance with the context.
                      (g)  The "1940 ACT" means the Investment Company Act
of 1940, as amended from time to time.
                      (h)  "PERSON" means and includes individuals,
corporations,  partnerships,  trusts,  associations,  joint  ventures  and other
entities,  whether or not legal  entities,  and  governments  and  agencies  and
political subdivisions thereof.
                      (i)  "SHAREHOLDER" means a record owner of
Outstanding Shares.
                      (j)  "SHARES" means the equal proportionate units of
interest into which the  beneficial  interest in the Trust shall be divided from
time  to  time,  including  the  Shares  of any  and  all  series  which  may be
established by the Trustees,  and includes  fractions of Shares as well as whole
Shares.  "OUTSTANDING  SHARES" means those Shares shown from time to time on the
books of the Trust or its Transfer  Agent as then issued and  outstand-ing,  but
shall not include  Shares which have been redeemed or  repurchased  by the Trust
and which are at the time held in the Treasury of the Trust.
                      (k)  "TRANSFER AGENT" means any Person other than the
Trust who maintains the Shareholder records of the Trust, such as

                                                     - 3 -

<PAGE>



the list of Shareholders, the number of Shares credited to each
account, and the like.
                      (l)  The "TRUST" means Templeton Real Estate
Securities Fund.
                      (m)  The "TRUST PROPERTY" means any and all
property, real or personal, tangible or intangible, which is owned or held by or
for the account of the Trust, including any series of the Trust, or the Trustees
in their capacity as such.
                      (n)  The "TRUSTEES" means any Person who has signed
this Declaration,  so long as he shall continue in office in accordance with the
terms  hereof,  and any other Person who may from time to time be duly  elected,
qualified and serving as Trustees in accordance  with the  provisions of Article
II hereof, and reference herein to a Trustee or the Trustees shall refer to such
Person or Persons in this capacity or their capacities as Trustees hereunder.

                                   ARTICLE II
                                    TRUSTEES
             SECTION 2.1. GENERAL POWERS.  The Trustees shall have exclusive and
absolute  control over the Trust  Property and over the business of the Trust to
the same extent as if the  Trustees  were the sole owners of the Trust  Property
and business in their own right,  but with such powers of  delegation  as may be
permitted,  and  such  obligations  and  duties  as may be  prescribed,  by this
Declaration. The Trustees shall have power to conduct

                                                     - 4 -

<PAGE>



the  business  of the Trust and  carry on its  operations  in any and all of its
branches  and  maintain  offices  both within and without  the  Commonwealth  of
Massachusetts,  in any and all states of the United  States of  America,  in the
District  of  Columbia,   and  in  any  and  all   commonwealths,   territories,
dependencies, colonies, possessions, agencies or instrumentalities of the United
States of America and of foreign  governments,  and to do all such other  things
and  execute  all  such  instruments  as they  may deem  neces-sary,  proper  or
desirable in order to promote the interests of the Trust,  including such things
as may not be herein specifi-cally mentioned. Any determination as to what is in
the  interests  of the  Trust  made by the  Trustees  in  good  faith  shall  be
conclusive.  In construing the provisions of this  Declaration,  the presumption
shall be in favor of a grant of power to the Trustees.
             The enumeration of any specific power herein shall not be construed
as limiting  the  aforesaid  power.  Such powers of the Trustees may be executed
without order of or resort to any court.
             SECTION 2.2.  INVESTMENTS.  The Trustees shall have the
power:
                      (a)  To operate as and carry on the business of an
open-end,  management  investment  company,  as  defined  in the 1940  Act,  and
exercise  all the  powers  necessary  and  appropriate  to the  conduct  of such
operations.
                      (b)  To invest in, hold for investment, or reinvest
in, securities (which term "securities" shall include  common and

                                                     - 5 -

<PAGE>



preferred stocks; warrants;  bonds, debentures,  bills, time notes and all other
evidences of indebtedness;  negotiable or non-negotiable instruments; government
securities,  including securities of any state,  municipality or other political
subdivision  thereof,  or  any  government  or   quasi-governmental   agency  or
instrumentality;  and money market  instruments  including bank  certificates of
deposit,  finance paper, commercial paper, bankers' acceptances and all kinds of
repurchase agreements, of any corporation,  company, trust, association, firm or
other business  organization  however  established,  and of any country,  state,
municipality   or  other   political   subdivision,   or  any   governmental  or
quasi-governmental agency or instrumentality).
                      (c)  To acquire (by purchase, subscription or
otherwise),  to hold,  to trade in and deal in, to acquire  or sell any  rights,
options, futures contracts or other instruments to purchase or sell, and to sell
or  otherwise  dispose of, to lend,  and to pledge any  securities,  property or
other assets.
                      (d)  To exercise all rights, powers and privileges of
ownership or interest in all securities and  repurchase  agreements  included in
the Trust  Property,  including the right to vote thereon and otherwise act with
respect thereto and to do all acts for the preservation, protection, improvement
and enhancement in value of all such securities and repurchase agreements.
                      (e)  To acquire (by purchase, lease or otherwise) and
to hold, use, maintain, develop and dispose of (by sale or

                                                     - 6 -

<PAGE>



otherwise) any property, real or personal, including cash, and
any interest therein.
                      (f)  To borrow money and in this connection issue
notes or other  evidence of  indebtedness;  to secure  borrowings by mortgaging,
pledging or otherwise  subjecting  as security the Trust  Property;  to endorse,
guarantee,  or undertake the  performance of any obligation or engagement of any
other Person and to lend Trust Property.
                      (g)  To aid by further investment any corporation,
company,  trust,  association or firm, any obligation of or interest in which is
included in the Trust  Property or in the affairs of which the Trustees have any
direct or  indirect  interest;  to do all acts and things  designed  to protect,
preserve, improve or enhance the value of such obligation or interest.
                      (h)  In general to carry on any other business in
connection with or incidental to any of the foregoing  powers,  to do everything
necessary,  suitable  or proper  for the  accomplishment  of any  purpose or the
attainment of any object or the furtherance of any power hereinbefore set forth,
either alone or in association  with others,  and to do every other act or thing
incidental or  appurtenant  to or growing out of or connected with the aforesaid
business or purposes, objects or powers.
             The  foregoing  clauses  shall be  construed  both as  objects  and
powers, and the foregoing enumeration of specific powers

                                                     - 7 -

<PAGE>



shall not be held to limit or restrict in any manner the general
powers of the Trustees.
             The  Trustees  shall not be limited  to  investing  in  obligations
maturing before the possible termination of the Trust, nor shall the Trustees be
limited by any law limiting the investments which may be made by fiduciaries.
             SECTION  2.3.  LEGAL TITLE.  Legal title to all the Trust  Property
shall be vested in the Trustees as joint tenants  except that the Trustees shall
have power to cause  legal  title to any Trust  Property to be held by or in the
name of one or more of the Trustees, or in the name of the Trust, or in the name
of any other Person as nominee,  on such terms as the  Trustees  may  determine,
provided  that  the  interest  of the  Trust  therein  is  deemed  appropriately
protected.  The right,  title and interest of the Trustees in the Trust Property
and the  property of each series of the Trust shall vest  automatically  in each
Person who may hereafter  become a Trustee.  Upon the termination of the term of
office, resignation,  removal or death of a Trustee he shall automatically cease
to have any right, title or interest in any of the Trust Property and the right,
title and interest of such Trustee in all such property shall vest automatically
in the  remaining  Trustees.  Such  vesting  and  cessation  of  title  shall be
effective whether or not conveying documents have been executed and delivered.
             SECTION 2.4.  ISSUANCE AND REPURCHASE OF SECURITIES. The
Trustees shall have the power to issue, sell, repurchase, redeem,

                                                     - 8 -

<PAGE>



retire,  cancel,  acquire,  hold,  resell,  reissue,  dispose of, transfer,  and
otherwise deal in Shares and, subject to the provisions set forth in Articles VI
and VII and Section 5.11 hereof,  to apply to any such  repurchase,  redemption,
retirement,  cancellation  or acquisition of Shares any funds or property of the
particular  series of the Trust with  respect to which such  Shares are  issued,
whether  capital or surplus or  otherwise,  to the full extent now or  hereafter
permitted by the laws of the  Commonwealth of Massachusetts  governing  business
corporations.
             SECTION 2.5. DELEGATION;  COMMITTEES. The Trustees shall have power
to delegate from time to time to such of their number or to officers,  employees
or  agents  of the Trust the  doing of such  things  and the  execution  of such
instruments  either  in the name of the Trust or the  names of the  Trustees  or
otherwise  as the  Trustees  may  deem  expedient,  to the same  extent  as such
delegation is permitted by the 1940 Act.
             SECTION 2.6. COLLECTION AND PAYMENT.  The Trustees shall have power
to collect all property due to the Trust;  to pay all claims,  including  taxes,
against the Trust  Property;  to  prosecute,  defend,  compromise or abandon any
claims  relating to the Trust  Property;  to  foreclose  any  security  interest
securing any obligations,  by virtue of which any property is owed to the Trust;
and,  without need for any court order,  to enter into releases,  agreements and
other instruments.
             SECTION 2.7.  EXPENSES.  The Trustees shall have the power
to incur and pay any expenses which in the opinion of the

                                                     - 9 -

<PAGE>



Trustees are necessary or incidental to carrying out any of the purposes of this
Declaration, and to pay reasonable compensation from the Trust and/or its series
to  themselves  as Trustees.  The  Trustees  shall fix the  compensation  of all
officers, employees and Trustees.
             SECTION  2.8.  MANNER  OF  ACTING;  BY-LAWS.  Except  as  otherwise
provided herein or in the By-laws, any action to be taken by the Trustees may be
taken by a majority of the  Trustees  present at a meeting of Trustees (a quorum
being  present),  including any meeting held by means of a conference  telephone
circuit  or  similar  communications  equipment  by means of which  all  persons
participating  in the meeting can hear each other, or by written consents of the
entire  number of Trustees  then in office.  The Trustees may adopt  By-laws not
inconsistent with this Declaration to provide for the conduct of the business of
the Trust and may amend or repeal  such  By-laws to the extent such power is not
reserved to the Shareholders.
             Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of the
By-laws, the Trustees may by resolution appoint a committee consisting of one or
more Trustees and less than the whole number of Trustees  then in office,  which
committee may be empowered to act for and bind the Trustees and the Trust, as if
the acts of such  committee  were the acts of all the  Trustees  then in office,
with respect to the institution,  prosecution,  dismissal, settlement, review or
investigation of

                                                     - 10 -

<PAGE>



any  action,  suit or  proceeding  which  shall be pending or  threatened  to be
brought before any court, administrative agency or other adjudicatory body.
             SECTION 2.9.  MISCELLANEOUS  POWERS.  The  Trustees  shall have the
power to: (a) employ or  contract  with such  Persons as the  Trustees  may deem
desirable for the transaction of the business of the Trust; (b) enter into joint
ventures, partnerships and any other combinations or associations, to the extent
permitted  by law;  (c) remove  Trustees  or fill  vacancies  in or add to their
number,  elect and remove such officers and appoint and terminate such agents or
employees as they consider  appropriate,  and appoint from their own number, and
terminate,  any one or more  committees  which may  exercise  some or all of the
power and  authority of the Trustees as the Trustees may  determine;  (d) to the
extent permitted by law, purchase, and pay for out of Trust Property,  insurance
policies  insuring the  Shareholders,  Trustees,  officers,  employees,  agents,
investment   advisers,   administrators,   distributors,   selected  dealers  or
independent  contractors  of the Trust  against all claims  arising by reason of
holding  any such  position  or by reason of any action  taken or omitted by any
such Person in such  capacity;  (e)  establish  pension,  profit-sharing,  Share
purchase,  and other  retirement,  incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (f) to the extent permitted by law,
indemnify  any  person  with  whom the  Trust has  dealings,  including  persons
referred to in subparagraph

                                                     - 11 -

<PAGE>



(d),  above, to such extent as the Trustees shall  determine;  (g) determine and
change the fiscal year of the Trust and the method by which its  accounts  shall
be kept; and (h) adopt a seal for the Trust,  but the absence of such seal shall
not impair the validity of any instrument executed on behalf of the Trust.
             SECTION 2.10.  PRINCIPAL  TRANSACTIONS.  Except in transactions not
permitted by the 1940 Act or rules and  regulations  adopted by the  Commission,
the Trustees may, on behalf of the Trust,  buy any  securities  from or sell any
securities to, or lend any assets of the Trust to, any Trustee or officer of the
Trust or any firm of which any such  Trustee or  officer  is a member  acting as
principal,  or have any such dealings with persons acting as investment adviser,
administrator,  Distributor or Transfer  Agent or with any Interested  Person of
such  Person;  and the Trust may employ any such  Person,  or firm or company in
which such Person is an Interested Person, as broker, legal counsel,  registrar,
Transfer Agent, dividend disbursing agent or Custodian upon customary terms.
             SECTION  2.11.  NUMBER OF  TRUSTEES.  The number of Trustees  shall
initially be one (1), and thereafter shall be such number as shall be fixed from
time to time by a written  instrument  signed  by a  majority  of the  Trustees,
provided,  however,  that the number of Trustees  shall in no event be less than
one (1) nor more than fifteen (15).

                                                     - 12 -

<PAGE>



             SECTION  2.12.  ELECTION AND TERM.  Except for the  Trustees  named
herein,  designated  by such  Trustees  prior  to the  issuance  of  Shares,  or
appointed to fill vacancies  pursuant to Section 2.14 hereof, the Trustees shall
be elected by the Shareholders owning of record a plurality of the Shares voting
at a meeting of  Shareholders  called for that  purpose.  Except in the event of
resignation or removal pursuant to Section 2.13 hereof,  each Trustee shall hold
office until the next such meeting of  Shareholders  and until his  successor is
duly elected and qualified.
             SECTION 2.13.  RESIGNATION AND REMOVAL.  Any Trustee may resign his
trust  (without  need for prior or  subsequent  accounting)  by an instrument in
writing signed by him and delivered to the other  Trustees and such  resignation
shall be effective upon such delivery, or at a later date according to the terms
of the  instrument.  Any of the Trustees  may be removed (i) with cause,  by the
action of two-thirds of the remaining Trustees (provided the aggregate number of
Trustees  after such  removal  shall not be less than  three) or (ii) by vote of
holders  of  two-thirds  of the  outstanding  Shares  of the  Trust,  either  by
declaration  in writing or at a meeting  called for such purpose.  A meeting for
the purpose of  considering  the removal of a person serving as Trustee shall be
called by the  Trustees if  requested in writing to do so by holders of not less
than 10% of the outstanding Shares of the Trust. Upon the resignation or removal
of a Trustee, or his otherwise ceasing to be a Trustee, he shall

                                                     - 13 -

<PAGE>



execute and deliver such  documents as the remaining  Trustees shall require for
the  purpose  of  conveying  to the Trust or the  remaining  Trustees  any Trust
Property  held  in the  name of the  resigning  or  removed  Trustee.  Upon  the
incapacity or death of any Trustee,  his legal  representative shall execute and
deliver on his behalf such  documents as the remaining  Trustee shall require as
provided in the preceding sentence.
             SECTION  2.14.  VACANCIES.  The term of office  of a Trustee  shall
terminate  and a vacancy  shall  occur in the event of the  death,  resignation,
removal, bankruptcy, adjudicated incompetence or other incapacity to perform the
duties of the office of a Trustee.  No such vacancy  shall  operate to annul the
Declaration or to revoke any existing  vacancy,  including a vacancy existing by
reason of an increase in the number of Trustees.  Subject to the  provisions  of
Section 16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by
the appointment of such other person as they in their  discretion shall see fit,
made by a  written  instrument  signed by a  majority  of the  Trustees  then in
office.  Any such appointment  shall not become  effective,  however,  until the
person named in the written  instrument  of  appointment  shall have accepted in
writing such  appointment  and agreed in writing to be bound by the terms of the
Declaration.  An  appointment  of a  Trustee  may be made in  anticipation  of a
vacancy  to  occur at a later  date by  reason  of  retirement,  resignation  or
increase in the number of Trustees,  provided  that such  appointment  shall not
become effective prior to such

                                                     - 14 -

<PAGE>



retirement,  resignation  or  increase  in the  number of  Trustees.  Whenever a
vacancy in the number of Trustees  shall occur,  until such vacancy is filled as
provided in this  Section  2.14,  the  Trustees in office,  regardless  of their
number,  shall have all the powers  granted to the Trustees and shall  discharge
all  the  duties  imposed  upon  the  Trustees  by the  Declaration.  A  written
instrument  certifying the existence of such vacancy signed by a majority of the
Trustees  in  office  shall be  conclusive  evidence  of the  existence  of such
vacancy.
             SECTION 2.15.  DELEGATION OF POWER TO OTHER  TRUSTEES.  Any Trustee
may, by power of attorney, delegate his power for a period not exceeding six (6)
months at any one time to any other  Trustee or  Trustees;  provided  that in no
case shall less than two (2) Trustees  personally exercise the powers granted to
the  Trustees  under  this  Declaration,  except as herein  otherwise  expressly
provided.

                                  ARTICLE III
                                   CONTRACTS
             SECTION  3.1.  UNDERWRITING  CONTRACT.  The  Trustees  may in their
discretion  from  time  to  time  enter  into  an  exclusive  or   non-exclusive
underwriting  contract or contracts  providing for the sale of the Shares to net
the Trust not less than the amount  provided  for in Section  7.1 of Article VII
hereof,  whereby the  Trustees  may either agree to sell the Shares to the other
party to the contract or appoint such other party their sales agent for

                                                     - 15 -

<PAGE>



the Shares, and in either case on such terms and conditions as may be prescribed
in the By-laws,  if any, and such further  terms and  conditions as the Trustees
may in their discretion  determine not inconsistent  with the provisions of this
Article  III or of the  By-laws;  and such  contract  may also  provide  for the
repurchase of the Shares by such other party as agent of the Trustees.
             SECTION 3.2. ADVISORY,  MANAGEMENT OR ADMINISTRATIVE CONTRACTS. The
Trustees  may in  their  discretion  from  time to time  enter  into one or more
investment  advisory,  management or administrative  contracts whereby the other
party(ies) to such contract(s) shall undertake to furnish to the Trust or to one
or more of its series  such  management,  investment  advisory,  administrative,
statistical and research  facilities and services and such other  facilities and
services,  if any, and all upon such terms and conditions as the Trustees may in
their discretion determine, including the grant of authority to such other party
to recommend or to determine what  securities  shall be purchased or sold by the
Trust or a  series  and what  portion  of  assets  shall  be  uninvested,  which
authority  shall  include  the  power to make  changes  in  investments,  and to
recommend or to select the brokers or dealers to be used for such transactions.
             SECTION 3.3.  OTHER SERVICE CONTRACTS.  The Trustees are
also empowered, at any time and from time to time, to contract
with any corporations, trusts, associations, or other
organizations, appointing it or them the Business Manager,

                                                     - 16 -

<PAGE>



Custodian(s),  Transfer Agent(s) and/or  shareholder  servicing  agent(s) and/or
other  agents for the Trust or one or more of the  series.  Every such  contract
shall comply with such  requirements and restrictions as may be set forth in the
By-laws or stipulated by resolution of the Trustees.
             SECTION 3.4.  AFFILIATIONS OF TRUSTEES OR OFFICERS, ETC.
The fact that:
                              (i)      any of the Shareholders, Trustees or
             officers         of the Trust is a shareholder, director,
                              officer,  partner,  trustee,  employee,   manager,
                              adviser or distributor of or for any  partnership,
                              corporation,    trust,    association   or   other
                              organization  or of or for any parent or affiliate
                              of any organization,  with which a contract of the
                              character  described  in Sections  3.1, 3.2 or 3.3
                              above may have been or may  hereafter be made,  or
                              that  any  such  organization,  or any  parent  or
                              affiliate  thereof,  is a Shareholder of or has an
                              interest   in  the   Trust,   or  that   (ii)  any
                              partnership, corporation, trust,
                      association or other organization with which a contract of
                      the character  described in Sections 3.1, 3.2 or 3.3 above
                      may have been or may hereafter be made also has any one or
                      more   of  such   contracts   with   one  or  more   other
                      partnerships, corporations, trusts,

                                                     - 17 -

<PAGE>



                      associations   or  other   organizations,   or  has  other
                      businesses or interests,  shall not affect the validity of
                      any such contract or disqualify any  Shareholder,  Trustee
                      or officer of the Trust from voting upon or executing  the
                      same or create  any  liability  or  accountability  to the
                      Trust or its Shareholders.
             SECTION 3.5. COMPLIANCE WITH 1940 ACT. Any contract entered into by
the Trust shall be consistent  with  applicable  requirements of the 1940 Act or
other applicable law.

                                   ARTICLE IV
                   LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
                              TRUSTEES AND OTHERS 

             SECTION 4.1. NO PERSONAL LIABILITY OF SHAREHOLDERS,  TRUSTEES, ETC.
No  Shareholder  shall be subject to any personal  liability  whatsoever  to any
Person in connection with Trust Property or the acts,  obligations or affairs of
the Trust. No Trustee,  officer, employee or agent of the Trust shall be subject
to any personal liability  whatsoever to any Person,  other than to the Trust or
its Shareholders, in connection with Trust Property or the affairs of the Trust,
save only that arising from bad faith, willful misfeasance,  gross negligence or
reckless  disregard  of his duties  with  respect to such  Person;  and all such
Persons shall look solely to the Trust Property for satisfaction


                                                     - 18 -

<PAGE>



of claims of any nature arising in connection  with the affairs of the Trust. If
any Shareholder,  Trustee, officer, employee, or agent, as such, of the Trust is
made a party to any suit or  proceeding  to enforce  any such  liability  of the
Trust, he shall not, on account thereof, be held to any personal liability.  The
Trust shall  indemnify and hold each  Shareholder  harmless from and against all
claims and  liabilities,  to which such Shareholder may become subject by reason
of his being or having been a Shareholder,  and shall reimburse such Shareholder
for all legal and other expenses  reasonably  incurred by him in connection with
any such  claim or  liability,  provided  that any such  expenses  shall be paid
solely out of the funds and  property of the series of the Trust with respect to
which such Shareholder's Shares are issued. The rights accruing to a Shareholder
under  this  Section  4.1  shall  not  exclude  any  other  right to which  such
Shareholder  may be  lawfully  entitled,  nor shall  anything  herein  contained
restrict the right of the Trust to indemnify or reimburse a  Shareholder  in any
appropriate situation even though not specifically provided for herein.
             SECTION 4.2. NON-LIABILITY OF TRUSTEES,  ETC. No Trustee,  officer,
employee or agent of the Trust shall be liable to the Trust,  its  Shareholders,
or to any Shareholder,  Trustee,  officer,  employee,  agent or service provider
thereof for any action or failure to act by him (her) or any other such Trustee,
officer,  employee,  agent or service provider (including without limitation the
failure to compel in any way any former or acting Trustee to

                                                     - 19 -

<PAGE>



redress any breach of trust) except for his own bad faith,  willful misfeasance,
gross negligence or reckless  disregard of the duties involved in the conduct of
his office.  The term  "service  provider,"  as used in this Section 4.2,  shall
include any investment adviser, principal underwriter,  transfer agent, business
manager or other  person with whom the Trust has an agreement  for  provision of
services.
             SECTION 4.3.  MANDATORY INDEMNIFICATION.
    (a)      Subject to the exceptions and limitations contained in
paragraph (b) below:
                      (i) every person who is, or has been, a Trustee or officer
             of the  Trust  shall be  indemnified  by the  Trust to the  fullest
             extent  permitted  by law  against  all  liability  and against all
             expenses  reasonably incurred or paid by him in connection with any
             claim, action, suit or proceeding in which he becomes involved as a
             party or  otherwise by virtue of his being or having been a Trustee
             or officer  and  against  amounts  paid or  incurred  by him in the
             settlement thereof;
                      (ii) the words "claim",  "action", "suit", or "proceeding"
             shall apply to all claims,  actions,  suits or proceedings  (civil,
             criminal, or other, including appeals),  actual or threatened;  and
             the  words  "liability"  and  "expenses"  shall  include,   without
             limitation,  attorneys'  fees,  costs,  judgments,  amounts paid in
             settlement, fines, penalties and other liabilities.

                                                     - 20 -

<PAGE>



    (b)      No indemnification shall be provided hereunder to a
Trustee or officer:
                      (i) against any liability to the Trust or the Shareholders
             by reason of a final adjudication by the court or other body before
             which  the  proceeding  was  brought  that he  engaged  in  willful
             misfeasance,  bad faith,  gross negligence or reckless disregard of
             the duties involved in the conduct of his office;
                      (ii) with  respect to any matter as to which he shall have
             been  finally  adjudicated  not to have  acted in good faith in the
             reasonable  belief that his action was in the best  interest of the
             Trust;
                      (iii) in the event of a  settlement  or other  disposition
             not involving a final  adjudication as provided in paragraph (b)(i)
             resulting  in a payment by a Trustee or officer,  unless  there has
             been a determination that such Trustee or officer did not engage in
             willful  misfeasance,  bad  faith,  gross  negligence  or  reckless
             disregard of the duties involved in the conduct of his office:
                              (A) by the court or other body approving the
                      settlement or other disposition; or
                              (B) based upon a review of readily available facts
                      (as opposed to a full trial-type inquiry) by (1) vote of a
                      majority  of  the  Disinterested  Trustees  acting  on the
                      matter  (provided  that a  majority  of the  Disinterested
                      Trustees then in office act on the

                                                     - 21 -

<PAGE>



                      matter) or (2) written opinion of independent legal
                      counsel.
    (c) To the extent  permitted  by law, the rights of  indemnification  herein
provided may be insured  against by policies  maintained by the Trust,  shall be
severable, shall not affect any other rights to which any Trustee or officer may
now or hereafter be entitled, shall continue as to a person who has ceased to be
such Trustee or officer and shall inure to the benefit of the heirs,  executors,
administrators  and assigns of such a person.  Nothing  contained  herein  shall
affect any rights to  indemnification to which personnel of the Trust other than
Trustees and officers may be entitled by contract or otherwise under law.
    (d)  Expenses of  preparation  and  presentation  of a defense to any claim,
action,  suit or proceeding of the character  described in paragraph (a) of this
Section 4.3 may be advanced by the Trust prior to final disposition thereof upon
receipt of an  undertaking by or on behalf of the recipient to repay such amount
if it is ultimately  determined that he is not entitled to indemnification under
this Section 4.3, provided that either:
                      (i) such  undertaking  is secured by a surety bond or some
             other appropriate security provided by the recipient,  or the Trust
             shall be insured  against  losses arising out of any such advances;
             or
                      (ii) a majority of the Disinterested Trustees       
                           acting on the matter (provided that a majority 
                           of the

                                                     - 22 -

<PAGE>



             Disinterested  Trustees act on the matter) or an independent  legal
             counsel in a written opinion shall  determine,  based upon a review
             of  readily  available  facts  (as  opposed  to a  full  trial-type
             inquiry),  that  there is  reason  to  believe  that the  recipient
             ultimately will be found entitled to indemnification.
    As used in this Section 4.3, a "Disinterested Trustee" is one who is not (i)
an "Interested Person" of the Trust (including anyone who has been exempted from
being  an  "Interested  Person"  by  any  rule,   regulation  or  order  of  the
Commission), or (ii) involved in the claim, action, suit or proceeding.
             SECTION 4.4.  NO BOND REQUIRED OF TRUSTEES.  No Trustee
shall be obligated to give any bond or other security for the
performance of any of his duties hereunder.
             SECTION 4.5. NO DUTY OF INVESTIGATION; NOTICE IN TRUST INSTRUMENTS,
ETC. No  purchaser,  lender,  transfer  agent or other  Person  dealing with the
Trustees or any  officer,  employee or agent of the Trust shall be bound to make
any inquiry concerning the validity of any transaction  purporting to be made by
the  Trustees  or by said  officer,  employee  or  agent  or be  liable  for the
application of money or property paid,  loaned,  or delivered to or on the order
of the  Trustees  or of said  officer,  employee  or  agent.  Every  obligation,
contract,  instrument,  certificate,  Share,  other  security  of the  Trust  or
undertaking, and every other act or thing whatsoever executed in connection with
the Trust shall be conclusively presumed to have been executed or

                                                     - 23 -

<PAGE>



done by the  executors  thereof  only in their  capacity as Trustees  under this
Declaration or in their capacity as officers,  employees or agents of the Trust.
Every  written  obligation,  contract,  instrument,  certificate,  Share,  other
security of the Trust or  undertaking  made or issued by the Trustees may recite
that the same is  executed  or made by them not  individually,  but as  Trustees
under the  Declaration,  and that the  obligations  of the Trust  under any such
instrument   are  not  binding  upon  any  of  the   Trustees  or   Shareholders
individually,  but bind only the estate of the Trust or series,  as  applicable,
and may contain any further recital which they or he may deem  appropriate,  but
the  omission  of  such   recital   shall  not  operate  to  bind  the  Trustees
individually.  The Trustees may maintain  insurance  for the  protection  of the
Trust Property, its Shareholders,  Trustees,  officers,  employees and agents in
such  amount  as the  Trustees  shall  deem  adequate  to  cover  possible  tort
liability, and such other insurance as the Trustees in their sole judgment shall
deem advisable.
             SECTION 4.6. RELIANCE ON EXPERTS,  ETC. Each Trustee and officer or
employee of the Trust  shall,  in the  performance  of his duties,  be fully and
completely  justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other records
of the Trust,  upon an opinion of counsel,  or upon reports made to the Trust by
any of its officers or employees or by the Investment Adviser,  the Distributor,
Business Manager, Transfer Agent,

                                                     - 24 -

<PAGE>



selected  dealers,  accountants,  appraisers  or other  experts  or  consultants
selected  with  reasonable  care by the  Trustees,  officers or employees of the
Trust, regardless of whether such counsel or expert may also be a Trustee.

                                   ARTICLE V
                         SHARES OF BENEFICIAL INTEREST
             SECTION 5.1. BENEFICIAL INTEREST. The interest of the beneficiaries
hereunder shall be divided into  transferable  Shares of beneficial  interest of
$0.01 par value per share. All Shares shall be of one class,  except as provided
in Section 5.11 hereof. The number of shares of beneficial  interest  authorized
hereunder  is  unlimited.   All  Shares  issued  hereunder  including,   without
limitation,  Shares issued in connection with a dividend in Shares or a split of
Shares, shall be fully paid and non-assessable.
             SECTION 5.2.  RIGHTS OF  SHAREHOLDERS.  The  ownership of the Trust
Property and the property of each series of the Trust of every  description  and
the right to conduct any business hereinbefore  described are vested exclusively
in the Trustees,  and the Shareholders shall have no interest therein other than
the beneficial  interest conferred by their Shares, and they shall have no right
to call for any  partition  or  division  of any  property,  profits,  rights or
interests of the Trust nor can they be called upon to share or assume any losses
of the Trust or suffer an assessment of any kind by virtue of their ownership of
Shares. The Shares shall be personal property giving only the

                                                     - 25 -

<PAGE>



rights in this Declaration  specifically set forth. The Shares shall not entitle
the holder to preference,  preemptive, appraisal, conversion or exchange rights,
except as the Trustees may determine with respect to any series of Shares.
             SECTION  5.3.  TRUST ONLY.  It is the  intention of the Trustees to
create only the relationship of trustee and beneficiary between the Trustees and
each  Shareholder  from time to time. It is not the intention of the Trustees to
create a general  partnership,  limited  partnership,  joint stock  association,
corporation,  bailment  or any form of legal  relationship  other  than a trust.
Nothing  in  this   Declaration   of  Trust  shall  be  construed  to  make  the
Shareholders,  either by themselves or with the Trustees, partners or members of
a joint stock association.
             SECTION 5.4.  ISSUANCE OF SHARES.  The Trustees in their discretion
may,  from time to time  without  vote of the  Shareholders,  issue  Shares,  in
addition  to the then  issued and  outstanding  Shares  and  Shares  held in the
treasury,   to  such  party  or  parties   and  for  such  amount  and  type  of
consideration,  including  cash or  property,  at such time or times and on such
terms as the Trustees may deem best, and may in such manner acquire other assets
(including  the  acquisition  of assets  subject to, and in connection  with the
assumption of liabilities)  and  businesses.  In connection with any issuance of
Shares,  the  Trustees  may  issue  fractional  Shares  and  Shares  held in the
treasury, and Shares may be issued in separate series as provided

                                                     - 26 -

<PAGE>



in Section 5.11 hereof. The Trustees may from time to time divide or combine the
Shares  into  a  greater  or  lesser  number   without   thereby   changing  the
proportionate beneficial interests in the Trust or any series.  Contributions to
the Trust may be accepted  for,  and Shares  shall be redeemed  as, whole Shares
and/or 1/1,000ths of a Share or integral  multiples thereof.  The Trustees,  the
Distributor  or any other person the Trustees may authorize for the purpose may,
in their discretion, reject any application for the issuance of Shares.
             SECTION 5.5.  REGISTER OF SHARES.  A register  shall be kept at the
principal  office of the Trust or an office of the  Transfer  Agent  which shall
contain the names and  addresses  of the  Shareholders  and the number of Shares
held by them respectively and a record of all transfers  thereof.  Such register
shall be  conclusive  as to who are the  holders  of the Shares and who shall be
entitled to receive dividends or distributions or otherwise to exercise or enjoy
the rights of Shareholders.  No Shareholder shall be entitled to receive payment
of any dividend or distribution, nor to have notice given to him as herein or in
the By-laws  provided,  until he has given his address to the Transfer  Agent or
such other  officer or agent of the Trustees as shall keep the said register for
entry thereon.  It is not contemplated  that certificates will be issued for the
Shares;  however, the Trustees, in their discretion,  may authorize the issuance
of share  certificates  and promulgate  appropriate  rules and regulations as to
their use.

                                                     - 27 -

<PAGE>



             SECTION 5.6.  TRANSFER OF SHARES.  Shares shall be  transferable on
the  records  of the Trust  only by the  record  holder  thereof or by his agent
thereunto  duly  authorized  in writing,  upon  delivery to the  Trustees or the
Transfer  Agent of a duly executed  instrument  of transfer,  together with such
evidence of the  genuineness  of each such  execution and  authorization  and of
other  matters as may  reasonably  be required.  Upon such delivery the transfer
shall be recorded on the register of the Trust.  Until such record is made,  the
Shareholder  of record  shall be deemed to be the holder of such  Shares for all
purposes  hereunder and neither the Trustees nor any Transfer Agent or registrar
nor any officer,  employee or agent of the Trust shall be affected by any notice
of the proposed transfer.
             Any Person  becoming  entitled to any Shares in  consequence of the
death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation
of law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper  evidence  thereof to the Trustees or the Transfer
Agent,  but until such record is made, the Shareholder of record shall be deemed
to be the holder of such  Shares for all  purposes  hereunder  and  neither  the
Trustees  nor any Transfer  Agent or  registrar  nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy or incompetence,
or other operation of law.
             SECTION 5.7.  NOTICES.  Any and all notices to which any
Shareholder may be entitled and any and all communications shall

                                                     - 28 -

<PAGE>



be deemed duly served or given if mailed,  postage  pre-paid,  addressed  to any
Shareholder  of record at his last known  address as recorded on the register of
the Trust.
             SECTION 5.8.  TREASURY  SHARES.  Shares held in the treasury shall,
until  reissued  pursuant to Section  5.4,  not confer any voting  rights on the
Trustees,  nor  shall  such  Shares  be  entitled  to  any  dividends  or  other
distributions declared with respect to the Shares.
             SECTION 5.9. VOTING POWERS.  The  Shareholders  shall have power to
vote only (i) for the  election of Trustees  as provided in Section  2.12;  (ii)
with  respect to any  investment  advisory  or  investment  management  contract
entered into pursuant to Section 3.2;  (iii) with respect to  termination of the
Trust as provided in Section  8.2;  (iv) with  respect to any  amendment of this
Declaration  to the extent and as provided in Section  8.3;  (v) with respect to
any merger,  consolidation  or sale of assets as provided in Section  8.4;  (vi)
with  respect to  incorporation  of the Trust to the extent and as  provided  in
Section 8.5;  (vii) to the same extent as the  stockholders  of a  Massachusetts
business  corporation  as to whether or not a court action,  proceeding or claim
should or should not be brought or maintained  derivatively or as a class action
on behalf of the Trust or the  Shareholders;  and  (viii)  with  respect to such
additional matters relating to the Trust as may be required by this Declaration,
the By-laws or any registration of the Trust as an investment  company under the
1940 Act with the Commission (or any successor agency) or as the

                                                     - 29 -

<PAGE>



Trustees may consider necessary or desirable. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote and each fractional
Share shall be  entitled to a  proportionate  fractional  vote,  except that the
Trustees may, in  conjunction  with the  establishment  of any series of Shares,
establish  conditions  under which the several series shall have separate voting
rights or no voting rights.  There shall be no cumulative voting in the election
of Trustees.  Until  Shares are issued,  the Trustees may exercise all rights of
Shareholders  and may take any action  required by law, this  Declaration or the
By-laws to be taken by Shareholders.  The By-laws may include further provisions
for Shareholders' votes and meetings and related matters.
             SECTION  5.10.   MEETINGS  OF   SHAREHOLDERS.   A  meeting  of  the
Shareholders  shall be held at such  times,  on such day and at such hour as the
Trustees may from time to time determine,  either at the principal office of the
Trust,  or at such other place as may be  designated  by the  Trustees,  for the
purposes specified in Section 2.12 or 2.13 and for such other purposes as may be
specified by the Trustees.
             SECTION  5.11.   SERIES   DESIGNATION.   The  Trustees,   in  their
discretion,  may authorize  the division of Shares into two or more series,  and
the different series shall be established and designated,  and the variations in
the relative  rights and  preferences  as between the different  series shall be
fixed and determined, by the Trustees; provided, that all Shares shall be

                                                     - 30 -

<PAGE>



identical  except for such  variations  as shall be fixed and  determined by the
Trustees and set forth in the Trust's then current registration  statement,  and
the reasonable consequences of such variations. All references to Shares in this
Declaration shall be deemed to be Shares of any or all series as the context may
require.
             If the  Trustees  shall  divide the Shares of the Trust into two or
more series, the following provisions shall be applicable:
             (a) All provisions herein relating to the Trust shall apply equally
to each series of the Trust except as the context requires otherwise.
             (b) The  number of  authorized  Shares  and the number of Shares of
each series that may be issued shall be unlimited.  The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired of
any series into one or more series that may be established  and designated  from
time to time.  The  Trustees  may hold as  treasury  shares (of the same or some
other  series),  reissue  for such  consideration  and on such terms as they may
determine,  or cancel any Shares of any series  reacquired by the Trust at their
discretion from time to time.
             (c) All  consideration  received by the Trust for the issue or sale
of  Shares of a  particular  series,  together  with all  assets  in which  such
consideration  is invested or reinvested,  all income,  earnings,  profits,  and
proceeds  thereof,  including  any proceeds  derived from the sale,  exchange or
liquidation  of  such  assets,  and any  funds  or  payments  derived  from  any
reinvestment

                                                     - 31 -

<PAGE>



of such proceeds in whatever form the same may be, shall  irrevocably  belong to
that series for all  purposes,  subject  only to the rights of creditors of such
series and except as may otherwise be required by applicable tax laws, and shall
be so recorded  upon the books of account of the Trust.  In the event that there
are any assets,  income,  earnings,  profits,  and proceeds  thereof,  funds, or
payments  which are not readily  identifiable  as  belonging  to any  particular
series,  the Trustees  shall  allocate  them among any one or more of the series
established and designated from time to time in such manner and on such basis as
they, in their sole discretion, deem fair and equitable. Each such allocation by
the Trustees shall be conclusive and binding upon all persons for all purposes.
             (d) The assets belonging to each particular series shall be charged
with the  liabilities  of the Trust in respect of that series and all  expenses,
costs,  charges  and  reserves  attributable  to that  series,  and any  general
liabilities,  expenses,  costs,  charges or  reserves of the Trust which are not
readily  identifiable  as belonging to any particular  series shall be allocated
and  charged  by the  Trustees  to and  among  any  one or  more  of the  series
established and designated from time to time in such manner and on such basis as
the  Trustees in their sole  discretion  deem fair and  equitable  and no series
shall be liable to any person except for its allocated share. Each allocation of
liabilities,  expenses,  costs,  charges and reserves by the  Trustees  shall be
conclusive and binding upon all persons for all

                                                     - 32 -

<PAGE>



purposes.   The  Trustees  shall  have  full  discretion,   to  the  extent  not
inconsistent  with the 1940 Act, to determine which items are capital;  and each
such  determination  and  allocation  shall be  conclusive  and binding upon all
persons.  All persons  extending  credit to, or  contracting  with or having any
claim against a particular  series of the Trust shall look only to the assets of
that particular series for payment of such credit, contract or claim.
             (e)  Each  Share  of a  series  of  the  Trust  shall  represent  a
beneficial interest in the net assets of such series. Each holder of Shares of a
series  shall be  entitled  to receive  his pro rata share of  distributions  of
income and capital  gains made with respect to such series.  Upon  redemption of
his Shares or indemnification for liabilities incurred by reason of his being or
having been a Shareholder of a series, such Shareholder shall be paid solely out
of the funds and  property  of such  series of the Trust.  Upon  liquidation  or
termination  of a series of the  Trust,  Shareholders  of such  series  shall be
entitled  to  receive  a pro rata  share of the net  assets  of such  series.  A
Shareholder  of a  particular  series of the  Trust  shall  not be  entitled  to
participate in a derivative or class action on behalf of any other series or the
Shareholders of any other series of the Trust.
             (f)  Notwithstanding  any other  provision  hereof,  on any  matter
submitted to a vote of  Shareholders  of the Trust,  all Shares then entitled to
vote shall be voted by individual series,

                                                     - 33 -

<PAGE>



except  that (1) when  required  by the 1940 Act,  Shares  shall be voted in the
aggregate  and  not by  individual  series,  and  (2)  when  the  Trustees  have
determined  that the matter  affects  only the  interests of  Shareholders  of a
limited  number of series,  then only the  Shareholders  of such series shall be
entitled to vote thereon.
             The  establishment and designation of any series of Shares shall be
effective  upon the  execution  by a majority of the  Trustees of an  instrument
setting forth such  establishment  and  designation  and the relative rights and
preferences of such series, or as otherwise provided in such instrument.  At any
time that there are no Shares  outstanding of any particular  series  previously
established  and  designated,  the Trustees may by an  instrument  executed by a
majority  of  their  number  abolish  that  series  and  the  establishment  and
designation  thereof.  Each instrument  referred to in this paragraph shall have
the status of an amendment to this Declaration.
             SECTION 5.12.  POWER OF TRUSTEES TO CHANGE  PROVISIONS  RELATING TO
SHARES.  Notwithstanding  any other  provision of this  Declaration of Trust and
without  limiting the power of the Trustees to amend the Declaration of Trust as
provided  elsewhere  herein,  the  Trustees  shall  have the power to amend this
Declaration  of Trust,  at any time and from time to time, in such manner as the
Trustees  may  determine  in  their  sole  discretion,   without  the  need  for
Shareholder  action,  so as to add to, delete,  replace or otherwise  modify any
provisions relating to the Shares

                                                     - 34 -

<PAGE>



contained in this  Declaration of Trust,  provided that before adopting any such
amendment without  Shareholder  approval the Trustees shall determine that it is
consistent  with the fair and equitable  treatment of all  Shareholders  or that
Shareholder  approval  is not  otherwise  required  by  the  1940  Act or  other
applicable law.
             Without limiting the generality of the foregoing, the Trustees may,
for the above-stated purposes, amend the Declaration of Trust to:
             (a) create one or more Series of Shares (in  addition to any Series
already  existing  or  otherwise)  with such  rights  and  preferences  and such
eligibility  requirements for investment therein as the Trustees shall determine
and reclassify any or all outstanding  Shares as shares of particular  Series in
accordance with such eligibility requirements;
             (b) amend any of the provisions set forth in Section 5.11
of this Article V;
             (c) combine one or more Series of Shares into a single Series, upon
approval of a majority of the outstanding  Shares of the affected Series, and on
such terms and conditions as the Trustees shall determine;
             (d) change or eliminate any eligibility requirements for investment
in Shares of any Series, including without limitation,  to provide for the issue
of Shares of any Series in connection  with any merger or  consolidation  of the
Trust with another Trust

                                                     - 35 -

<PAGE>



or company or any acquisition by the Trust of part or all of the
assets of another trust or investment company;
             (e) change the designation of any Series of Shares;
             (f) change the method of allocating dividends among the
various Series of Shares;
             (g) allocate any specific assets or liabilities of the
Trust or any specific items of income or expense of the Trust to
one or more Series of Shares;
             (h) specifically  allocate assets to any or all Series of Shares or
create one or more  additional  Series of Shares  which are  preferred  over all
other Series of Shares in respect of assets  specifically  allocated  thereto or
any  dividends  paid  by the  Trust  with  respect  to any net  income,  however
determined,  earned  from the  investment  and  reinvestment  of any  assets  so
allocated or otherwise  and provide for any special  voting or other rights with
respect to such Series.

                                   ARTICLE VI
                      REDEMPTION AND REPURCHASE OF SHARES
             SECTION 6.1.  REDEMPTION OF SHARES.  All Shares of the
Trust shall be redeemable at the redemption price determined in
the manner set out in this Declaration.  Redeemed or repurchased
Shares may be resold by the Trust.
             The Trust  shall  redeem  the  Shares at the  price  determined  as
hereinafter set forth,  upon the appropriately  verified written  application of
the record holder thereof (or upon such other form

                                                     - 36 -

<PAGE>



of request as the  Trustees  may  determine)  at such office or agency as may be
designated from time to time for that purpose by the Trustees.  The Trustees may
from time to time specify additional conditions,  not inconsistent with the 1940
Act,   regarding  the  redemption  of  Shares  in  the  Trust's  then  effective
registration statement or prospectus under the Securities Act of 1933.
             SECTION  6.2.  PRICE.  Shares  will be  redeemed at their net asset
value  determined  as set  forth in  Section  7.1  hereof as of such time as the
Trustees shall have theretofore prescribed by resolution. In the absence of such
resolution,  the  redemption  price of Shares  deposited  shall be the net asset
value of such Shares next  determined  as set forth in Section 7.1 hereof  after
receipt of such application.
             SECTION 6.3. PAYMENT. Payment for such Shares shall be made in cash
or in  property  out of the  assets of the  relevant  series of the Trust to the
Shareholder of record at such time and in the manner,  not inconsistent with the
1940 Act or other  applicable laws, as may be specified from time to time in the
Trust's then effective registration statement or prospectus under the Securities
Act of 1933, subject to the provisions of Section 6.4 hereof.
             SECTION 6.4.  EFFECT OF SUSPENSION OF DETERMINATION OF NET
ASSET VALUE.  If, pursuant to Section 6.9 hereof, the Trustees
shall declare a suspension of the determination of net asset
value, the rights of Shareholders (including those who shall have

                                                     - 37 -

<PAGE>



applied for redemption pursuant to Section 6.1 hereof but who shall not yet have
received  payment)  to have Shares  redeemed  and paid for by the Trust shall be
suspended  until the  termination  of such  suspension  is declared.  Any record
holder who shall have his redemption  right so suspended may,  during the period
of such suspension, by appropriate written notice of revocation at the office or
agency where  application  was made,  revoke any  application for redemption not
honored and withdraw any certificates on deposit. The redemption price of Shares
for which redemption  applications  have not been revoked shall be the net asset
value of such  Shares  next  determined  as set forth in  Section  7.1 after the
termination of such suspension,  and payment shall be made within seven (7) days
after the date upon which the  application  was made plus the period  after such
application during which the determination of net asset value was suspended.
             SECTION 6.5.  REPURCHASE  BY  AGREEMENT.  The Trust may  repurchase
Shares directly,  or through the Distributor or another agent designated for the
purpose,  by agreement  with the owner  thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract of
purchase  is made or the net  asset  value  as of any  time  which  may be later
determined pursuant to Section 7.1 hereof,  provided payment is not made for the
Shares prior to the time as of which such net asset value is determined.
             SECTION 6.6.  REDEMPTION OF SHAREHOLDER'S INTEREST.  The
Trust shall have the right at any time to redeem Shares of any

                                                     - 38 -

<PAGE>



Shareholder  in  accordance  with  applicable  law,  subject  to such  terms and
conditions as the Trustees may approve.
             SECTION 6.7.  REDEMPTION OF SHARES IN ORDER TO QUALIFY AS REGULATED
INVESTMENT  COMPANY;  DISCLOSURE OF HOLDING.  If the Trustees shall, at any time
and in good faith, be of the opinion that direct or indirect ownership of Shares
or other securities of the Trust has or may become concentrated in any Person to
an  extent  which  would  disqualify  any  series  of the  Trust as a  regulated
investment company under the Internal Revenue Code, then the Trustees shall have
the  power  by lot or  other  means  deemed  equitable  by them  (i) to call for
redemption  by any such Person of a number,  or principal  amount,  of Shares or
other  securities  of the Trust  sufficient  to  maintain or bring the direct or
indirect  ownership of Shares or other  securities of the Trust into  conformity
with the requirements for such  qualification  and (ii) to refuse to transfer or
issue Shares or other securities of the Trust to any Person whose acquisition of
the Shares or other  securities  of the Trust in question  would  result in such
disqualification.  The redemption  shall be effected at the redemption price and
in the manner provided in Section 6.1.
             The holders of Shares of the Trust  shall upon  demand  disclose to
the  Trustees in writing  such  information  with respect to direct and indirect
ownership of Shares of the Trust as the  Trustees  may deem  necessary to comply
with the provisions of the

                                                     - 39 -

<PAGE>



Internal  Revenue Code, or to comply with the  requirements  of any other taxing
authority.
             SECTION 6.8. REDUCTIONS IN NUMBER OF OUTSTANDING SHARES PURSUANT TO
NET ASSET VALUE  FORMULA.  The Trust may also  reduce the number of  outstanding
Shares pursuant to the provisions of Section 7.3.
             SECTION 6.9.  SUSPENSION OF RIGHT OF  REDEMPTION.  The Trustees may
adopt  procedures under which the Trust may declare a suspension of the right of
redemption  or postpone the date of payment or  redemption  for the whole or any
part of any period (i) during which the New York Stock  Exchange is closed other
than customary  weekend and holiday  closings,  (ii) during which trading on the
New York Stock Exchange is restricted, (iii) during which an emergency exists as
a result  of  which  disposal  by the  Trust  of  securities  owned by it is not
reasonably  practicable or it is not reasonably practicable for the Trust fairly
to determine  the value of its net assets,  or (iv) during any other period when
the Commission may for the protection of security  holders of the Trust by order
permit  suspension  of the right of redemption  or  postponement  of the date of
payment or redemption;  provided that  applicable  rules and  regulations of the
Commission shall govern as to whether the conditions  prescribed in (ii), (iii),
or (iv) exist. To the extent permitted by the Commission, (i) and (ii) above may
be expanded to include other  securities  exchanges.  Such suspension shall take
effect at such time as the Trust  shall  specify  and there shall be no right of
redemption or payment on

                                                     - 40 -

<PAGE>



redemption until the Trust shall declare the suspension at an
end.

                                  ARTICLE VII
                       DETERMINATION OF NET ASSET VALUE,
                         NET INCOME AND DISTRIBUTIONS 

             SECTION 7.1. NET ASSET VALUE. The value of the assets of any series
of the Trust shall be  determined  by appraisal of the  securities  allocated to
such  series,  such  appraisal  to be on the basis of the  market  value of such
securities or,  consistent with the rules and regulations of the Commission,  by
such  other  method  as shall be  deemed  to  reflect  the fair  value  thereof,
determined in good faith by or under the direction of the Trustees. Money market
instruments with remaining maturities of less than sixty days shall be valued on
an amortized  cost basis.  From the total value of said  assets,  there shall be
deducted  all  indebtedness,  interest,  taxes,  payable or  accrued,  including
estimated  taxes on unrealized  book profits,  expenses and  management  charges
accrued  to  the  appraisal  date,  net  income  determined  and  declared  as a
distribution  and all other items in the nature of liabilities  attributable  to
such series which shall be deemed appropriate.  The resulting amount which shall
represent  the total net assets of the series  shall be divided by the number of
Shares of such series outstanding at the time and the quotient so obtained shall
be deemed to be the net asset value of the Shares of such  series  (which may be
rounded to the nearest whole cent). The net asset

                                                     - 41 -

<PAGE>



value of the Shares shall be  determined at least once daily on such days and in
accordance  with  the  requirements  provided  for in  applicable  rules  of the
Commission, at such time or times as the Trustees shall determine. The power and
duty to make the daily  calculations  may be  delegated  by the  Trustees to the
Investment Adviser,  the Custodian,  the Business Manager, the Transfer Agent or
such other Person as the Trustees  may  determine.  The Trustees may suspend the
daily determination of net asset value to the extent permitted by the 1940 Act.
             SECTION 7.2. DISTRIBUTIONS TO SHAREHOLDERS. The Trustees shall from
time  to time  distribute  ratably  among  the  Shareholders  of a  series  such
proportion of the net profits, surplus (including paid-in surplus),  capital, or
assets  of such  series  held by the  Trustees  as they  may deem  proper.  Such
distributions may be made in cash or property  (including without limitation any
type of obligations of such series or any assets thereof),  and the Trustees may
distribute  ratably  among the  Shareholders  additional  Shares of such  series
issuable  hereunder  in such  manner,  at such  times,  and on such terms as the
Trustees may deem proper.  Such  distributions  may be among the Shareholders of
record at the time of  declaring a  distribution  or among the  Shareholders  of
record  at such  other  date or time or dates or  times  as the  Trustees  shall
determine.  The Trustees may in their discretion  determine that, solely for the
purposes of such  distributions,  Outstanding  Shares shall  exclude  Shares for
which orders have been placed subsequent to a specified time on the

                                                     - 42 -

<PAGE>



date  the  distribution  is  declared  or on  the  next  preceding  day  if  the
distribution  is declared as of a day on which the Transfer  Agent for the Trust
or applicable  series is not open for  business.  The Trustees may always retain
from the net profits such amount as they may deem  necessary to pay the debts or
expenses of the series or to meet obligations of the series, or as they may deem
desirable  to  use  in the  conduct  of its  affairs  or to  retain  for  future
requirements or extensions of the business.
             Inasmuch  as the  computation  of net income and gains for  Federal
income tax  purposes  may vary from the  computation  thereof on the books,  the
above  provisions  shall be  interpreted to give the Trustees the power in their
discretion  to  distribute  for any fiscal  year as  ordinary  dividends  and as
capital  gains  distributions,   respectively,   additional  or  lesser  amounts
sufficient  to enable the Trust or the series to avoid or reduce  liability  for
taxes.
             SECTION  7.3.  DETERMINATION  OF NET INCOME.  The net income of any
series may consist of (i) all dividend and interest  income accrued on portfolio
assets of the series, less (ii) all actual and accrued liabilities determined in
accordance with generally accepted accounting principles and plus or minus (iii)
net  realized  or net  unrealized  gains and losses on the assets of the series.
Interest income may include  discount earned  (including both original issue and
market  discount) on discount  paper accrued  ratably to the date of maturity or
determined in such

                                                     - 43 -

<PAGE>



other manner as the Trustees may  determine.  Expenses of the series,  including
the advisory or management  fee,  shall be accrued each day. Such net income may
be determined by or under the direction of the Trustees as of such time or times
as the  Trustees  shall  determine,  and all the net  income of the  series,  so
determined,  may be  declared as a dividend  on the  Outstanding  Shares of such
series.  If, for any reason, the net income of the series determined at any time
is a negative  amount,  the  Trustees  shall  have the power (i) to offset  each
Shareholder's  pro rata share of such negative amount from the accrued  dividend
account of such Shareholder,  or (ii) to reduce the number of Outstanding Shares
of the  series  by  reducing  the  number  of  Shares  in the  account  of  such
Shareholder  by that number of full and fractional  Shares which  represents the
amount of such excess  negative net income,  or (iii) to cause to be recorded on
the books of the  series an asset  account in the  amount of such  negative  net
income, which account may be reduced by the amount, provided that the same shall
thereupon  become  the  property  of the  series  and  shall  not be paid to any
Shareholder, of dividends declared thereafter upon the Outstanding Shares on the
day such negative net income is experienced, until such asset account is reduced
to zero;  or (iv) to combine the methods  described  in clauses (i) and (ii) and
(iii) of this  sentence,  in order to cause the net asset value per Share of the
series to remain at a constant amount per Outstanding  Share  immediately  after
each such determination and declaration.  The Trustees shall also have the power
to omit to

                                                     - 44 -

<PAGE>



declare a dividend  out of net income for the  purpose of causing  the net asset
value per Share of the series to be increased to a constant amount. The Trustees
shall not be required to adopt, but may at any time adopt,  discontinue or amend
a  practice  of  maintaining  the net  asset  value  per  Share of a series at a
constant amount, in accordance with applicable rules under the 1940 Act.
             SECTION 7.4.  ALLOCATION BETWEEN PRINCIPAL AND INCOME. The Trustees
shall have full  discretion to determine  whether any cash or property  received
shall be treated as income or as principal and whether any item of expense shall
be charged to the income or the principal account,  and their determination made
in good faith shall be conclusive.  In the case of stock dividends received, the
Trustees shall have full discretion to determine, in the light of the particular
circumstances,  how much if any of the value thereof shall be treated as income,
the balance, if any, to be treated as principal.
             SECTION 7.5. POWER TO MODIFY FOREGOING PROCEDURES.  Notwithstanding
any of the foregoing provisions of this Article VII, the Trustees may prescribe,
in their absolute discretion, such other bases and times for determining the per
Share net asset value of the series'  Shares or net income,  or the  declaration
and  payment  of  dividends  and  distributions  as they may deem  necessary  or
desirable.

                                                     - 45 -

<PAGE>



                                  ARTICLE VIII

                        DURATION; TERMINATION OF TRUST;
                            AMENDMENT; MERGERS, ETC.

             SECTION 8.1.  DURATION.  The Trust or any series of the
Trust shall continue without limitation of time but subject to
the provisions of this Article VIII.
             SECTION 8.2.  TERMINATION OF TRUST OR SERIES OF THE TRUST.  (a) The
Trust or any series of the Trust may be  terminated by the  affirmative  vote of
the holders of not less than  two-thirds of the Shares  outstanding and entitled
to vote, at any meeting of Shareholders or by an instrument in writing,  without
a meeting,  signed by a majority of the Trustees and consented to by the holders
of not less than  two-thirds  of such  Shares,  or by such  other vote as may be
established  by the  Trustees  with  respect to any  series of Shares.  Upon the
termination of the Trust or any series of the Trust,
                      (i) The Trust or the series of the Trust shall carry on no
             business except for the purpose of winding up its affairs.
                      (ii) The Trustees  shall proceed to wind up the affairs of
             the Trust or the  series of the Trust and all of the  powers of the
             Trustees under this Declaration shall continue until the affairs of
             the  Trust or the  series of the Trust  shall  have been  wound up,
             including  the power to fulfill or discharge  the  contracts of the
             Trustees on behalf of the Trust or any series of the Trust, collect

                                                     - 46 -

<PAGE>



             its assets, sell, convey, assign,  exchange,  transfer or otherwise
             dispose  of all or any  part of the  remaining  Trust  Property  or
             property  of the  series  of the  Trust to one or more  persons  at
             public or private sale for consideration which may consist in whole
             or in part of cash,  securities  or  other  property  of any  kind,
             discharge or pay its liabilities, and do all other acts appropriate
             to liquidate  its  business;  provided  that any sale,  conveyance,
             assignment,  exchange,  transfer  or  other  disposition  of all or
             substantially  all the Trust  Property or property of the series of
             the Trust shall require  Shareholder  approval in  accordance  with
             Section 8.4 hereof.
                      (iii) After paying or adequately providing for the payment
             of all liabilities, and upon receipt of such releases,  indemnities
             and  refunding   agreements  as  they  deem   necessary  for  their
             protection,   the  Trustees  may  distribute  the  remaining  Trust
             Property, in cash or in kind or partly each, among the Shareholders
             according to their respective rights.
                      (b)  After termination of the Trust or any series of
the Trust and distribution to the Shareholders as herein provided, a majority of
the  Trustees  shall  execute  and lodge  among the  records of the Trust or the
series of the Trust an  instrument  in  writing  setting  forth the fact of such
termination, and the Trustees shall thereupon be discharged from all further

                                                     - 47 -

<PAGE>



liabilities and duties hereunder, and the rights and interests of
all Shareholders shall thereupon cease.
             SECTION  8.3.  AMENDMENT  PROCEDURE.  (a) This  Declaration  may be
amended by a vote of the  holders of a majority  of the Shares  outstanding  and
entitled to vote or by any instrument in writing, without a meeting, signed by a
majority of the  Trustees  and  consented to by the holders of a majority of the
Shares  outstanding  and  entitled  to vote.  The  Trustees  may also amend this
Declaration  without the vote or consent of  Shareholders  to change the name of
the Trust, to supply any omission, to cure, correct or supplement any ambiguous,
defective  or  inconsistent  provision  hereof,  or if they deem it necessary to
conform this  Declaration  to the  requirements  of  applicable  federal laws or
regulations or the requirements of the regulated  investment  company provisions
of the Internal  Revenue Code,  but the Trustees shall not be liable for failing
so to do.
                      (b)  No amendment may be made under this Section 8.3
which  would  change  any  rights  with  respect  to any  Shares of the Trust by
reducing  the  amount  payable  thereon  upon  liquidation  of the  Trust  or by
diminishing or eliminating any voting rights pertaining thereto, except with the
vote or  consent of the  holders of  two-thirds  of the Shares  outstanding  and
entitled to vote,  or by such other vote as may be  established  by the Trustees
with  respect to any series of Shares.  Nothing  contained  in this  Declaration
shall permit the  amendment of this  Declaration  to impair the  exemption  from
personal liability of the Shareholders,

                                                     - 48 -

<PAGE>



Trustees,  officers,  employees and agents of the Trust or to permit assessments
upon Shareholders.
                      (c)  A certificate signed by a majority of the
Trustees setting forth an amendment and reciting that it was duly adopted by the
Shareholders  or by the Trustees as aforesaid or a copy of the  Declaration,  as
amended,  and  executed  by a  majority  of the  Trustees,  shall be  conclusive
evidence of such amendment when lodged among the records of the Trust.
             Notwithstanding  any other provision  hereof,  until such time as a
Registration  Statement  under the Securities Act of 1933, as amended,  covering
the first public  offering of  securities  of the Trust shall become  effective,
this  Declaration may be terminated or amended in any respect by the affirmative
vote of a majority of the Trustees or by an  instrument  signed by a majority of
the Trustees.
             SECTION 8.4. MERGER,  CONSOLIDATION  AND SALE OF ASSETS.  The Trust
may merge or consolidate with any other corporation, association, trust or other
organization  or may sell,  lease or exchange  all or  substantially  all of the
Trust Property,  including its good will, upon such terms and conditions and for
such consideration when and as authorized at any meeting of Shareholders  called
for the  purpose by the  affirmative  vote of the holders of  two-thirds  of the
Shares  outstanding  and entitled to vote, or by an instrument or instruments in
writing  without a meeting,  consented  to by the holders of  two-thirds  of the
Shares or by such other vote as may be established by the Trustees with

                                                     - 49 -

<PAGE>



respect  to any series of  Shares;  provided,  however,  that,  if such  merger,
consolidation,  sale, lease or exchange is recommended by the Trustees, the vote
or written  consent of the holders of a majority of the Shares  outstanding  and
entitled to vote, or such other vote or written consent as may be established by
the  Trustees  with  respect  to any  series  of  Shares,  shall  be  sufficient
authorization; and any such merger, consolidation, sale, lease or exchange shall
be deemed for all purposes to have been  accomplished  under and pursuant to the
statutes of the Commonwealth of Massachusetts.
             SECTION 8.5.  INCORPORATION.  With the approval of the holders of a
majority of the Shares  outstanding  and entitled to vote, or by such other vote
as may be established by the Trustees with respect to any series of Shares,  the
Trustees  may cause to be organized or assist in  organizing  a  corporation  or
corporations under the laws of any jurisdiction or any other trust, partnership,
association or other  organization  to take over all of the Trust Property or to
carry on any business in which the Trust shall  directly or indirectly  have any
interest,  and to sell,  convey  and  transfer  the Trust  Property  to any such
corporation,  trust,  association or  organization in exchange for the Shares or
securities thereof or otherwise,  and to lend money to, subscribe for the Shares
or securities of, and enter into any contracts with any such corporation, trust,
partnership,  association  or  organization,  or any  corporation,  partnership,
trust, association or organization in which the Trust holds or is

                                                     - 50 -

<PAGE>



about to acquire  shares or any other  interest.  The  Trustees may also cause a
merger or consolidation  between the Trust or any successor thereto and any such
corporation, trust, partnership, association or other organization if and to the
extent  permitted  by law,  as  provided  under the law then in effect.  Nothing
contained  herein shall be construed as requiring  approval of Shareholders  for
the  Trustees  to  organize or assist in  organizing  one or more  corporations,
trusts, partnerships, associations or other organizations and selling, conveying
or transferring a portion of the Trust Property for value to such  organizations
or entities.

                                   ARTICLE IX
                            REPORTS TO SHAREHOLDERS
             The   Trustees   shall  at  least   semi-annually   submit  to  the
Shareholders a written  financial  report,  which may be included in the Trust's
prospectus,  of the transactions of the Trust,  including  financial  statements
which shall at least annually be certified by independent public accountants.

                                   ARTICLE X
                                 MISCELLANEOUS
             SECTION 10.1.  FILING.  This Declaration and any amendment
hereto shall be filed in the office of the Secretary of the
Commonwealth of Massachusetts and in such other places as may be
required under the laws of Massachusetts and may also be filed or

                                                     - 51 -

<PAGE>



recorded in such other places as the Trustees deem  appropriate.  Each amendment
so filed shall be  accompanied  by a certificate  signed and  acknowledged  by a
Trustee stating that such action was duly taken in a manner provided herein, and
unless such  amendment  or such  certificate  sets forth some later time for the
effectiveness  of such  amendment,  such  amendment  shall be effective upon its
filing. A restated Declaration,  integrating into a single instrument all of the
provisions of the  Declaration  which are then in effect and  operative,  may be
executed from time to time by a majority of the Trustees and shall,  upon filing
with the Secretary of the Commonwealth of Massachusetts,  be conclusive evidence
of all amendments  contained therein and may hereafter be referred to in lieu of
the original Declaration and the various amendments thereto.
             SECTION 10.2.  GOVERNING  LAW. This  Declaration is executed by the
Trustees and delivered in the Commonwealth of  Massachusetts  and with reference
to the  laws  thereof,  and the  rights  of all  parties  and the  validity  and
construction  of every  provision  hereof  shall  be  subject  to and  construed
according to the laws of said State.
             SECTION 10.3. COUNTERPARTS.  This Declaration may be simultaneously
executed  in  several  counterparts,  each of  which  shall be  deemed  to be an
original,  and such  counterparts,  together,  shall constitute one and the same
instrument,   which  shall  be  sufficiently  evidenced  by  any  such  original
counterpart.

                                                     - 52 -

<PAGE>



             SECTION 10.4. RELIANCE BY THIRD PARTIES.  Any certificate  executed
by an  individual  who,  according  to the records of the Trust  appears to be a
Trustee  hereunder,  certifying  to: (a) the number or  identity  of Trustees or
Shareholders,  (b) the due  authorization  of the execution of any instrument or
writing,  (c)  the  form  of  any  vote  passed  at a  meeting  of  Trustees  or
Shareholders,  (d) the fact that the number of Trustees or Shareholders  present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration,  (e) the form of any By-laws adopted by or the identity of any
officers  elected by the  Trustees,  or (f) the  existence  of any fact or facts
which in any manner  relate to the  affairs of the  Trust,  shall be  conclusive
evidence as to the matters so certified in favor of any Person  entitled to rely
upon such certificates in dealing with the Trustees and their successors.
             SECTION 10.5.  PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.  (a)
The  provisions of this  Declaration  are  severable,  and if the Trustees shall
determine,  with  the  advice  of  counsel,  that any of such  provisions  is in
conflict with the 1940 Act, the Internal  Revenue Code or with other  applicable
laws and  regulations,  the conflicting  provision shall be deemed never to have
constituted  a  part  of  this  Declaration;   provided,   however,   that  such
determination  shall  not  affect  any  of  the  remaining  provisions  of  this
Declaration  or render  invalid or improper any action taken or omitted prior to
such determination.

                                                     - 53 -

<PAGE>



                      (b)  If any provision of this Declaration shall be
held  invalid  or  unenforceable  in  any   jurisdiction,   such  invalidity  or
unenforceability  shall attach only to such provision in such  jurisdiction  and
shall not in any manner affect such provisions in any other  jurisdiction or any
other provision of this Declaration in any jurisdiction.
             SECTION 10.6. NAME RESERVATION. The Trustees on behalf of the Trust
acknowledge that Templeton  Investment  Counsel,  Inc.  ("TICI") licensed to the
Trust the non-exclusive right to use the name "Templeton" as part of the name of
the Trust, and has reserved the right to grant the non-exclusive use of the name
"Templeton"  or any  derivative  thereof to any other party.  In addition,  TICI
reserves the right to grant the  non-exclusive use of the name Templeton to, and
to  withdraw  such right from,  any other  business  or other  enterprise.  TICI
reserves  the  right to  withdraw  from the  Trust  the  right to use said  name
Templeton and will  withdraw  such right if the Trust ceases to employ,  for any
reason, TICI, an affiliate or any successor as adviser of the Trust.

                                                     - 54 -

<PAGE>



                      IN WITNESS WHEREOF, the undersigned have executed
this instrument this 3rd day of March, 1990.


                                                   -----------------------------
                                                   John M. Templeton, Jr.



                                                   -----------------------------
                                                   John Wm. Galbraith


                                                    ----------------------------
                                                    F. Bruce Clarke



                                                   ----------------------------
                                                   Hasso-G von Diergardt



                                                   ----------------------------
                                                    LeRoy C. Paslay


                                                     - 55 -






[DESCRIPTION]  Second Amendment to Declaration of Trust
<PAGE>

                       SECOND AMENDMENT TO
                      DECLARATION OF TRUST
                               OF
                   TEMPLETON REAL ESTATE TRUST


          This Second Amendment to the Declaration of Trust
("Declaration") of Templeton Real Estate Trust (the "Trust") is
made this 3rd day of March, 1990 by the parties signatory hereto,
as Trustees of the Trust (the "Trustees.").

                           WITNESSETH
          WHEREAS, the Declaration was made on July 17, 1989 and
the Trustees now desire to amend the Declaration and change the
name of the Trust; and

          WHEREAS, Article VIII, Section 8.3(a) of the
Declaration provides that the Trustees may amend the Declaration
without the vote or consent of Shareholders to change the name of
the Trust by an instrument signed by a majority of the Trustees: 

          NOW, THEREFORE, the Trustees hereby declare that
Article I, Section 1.1 and Article I, Section 1.2(l) be amended
to read as follows:

          SECTION 1.1.  NAME.  The name of the trust created
          hereby, until and unless changed by the Trustees as
          provided in Section 8.3(a) hereof, is "Templeton Real
          Estate Securities Fund."

          SECTION 1.2.  DEFINITIONS.
          (1) The "TRUST" means Templeton Real Estate Securities
          Fund.
     
          IN WITNESS WHEREOF, the undersigned have executed this
instrument this 3rd of March, 1990.

                              John M. Templeton, Jr.
                              John M. Templeton, Jr.


                              John Wm. Galbraith
                              John Wm. Galbraith


                              F. Bruce Clarke
                              F. Bruce Clarke


                              Hasso-G von Diergardt
                              Hasso-G von Diergardt


                              LeRoy C. Paslay
                              LeRoy C. Paslay                    
          
<PAGE>
 
                           CERTIFICATE


          Pursuant to Section 10.1 of the Declaration, the
undersigned Trustee hereby acknowledges and certifies that this
Amendment to the Declaration of Trust of Templeton Real Estate
Trust is made in accordance with the provisions of the
Declaration, and shall be effective upon its filing with the
Secretary of the Commonwealth of Massachusetts.

          IN WITNESS WHEREOF, the undersigned has executed this
instrument this 3rd day of March, 1990.


                              John M. Templeton, Jr.
                              John M. Templeton, Jr.
<PAGE> 
                           CERTIFICATE


          Pursuant to Section 10.1 of the Declaration, the
undersigned Trustee hereby acknowledges and certifies that this
Amendment to the Declaration of Trust of Templeton Real Estate
Trust is made in accordance with the provisions of the
Declaration, and shall be effective upon its filing with the
Secretary of the Commonwealth of Massachusetts.

          IN WITNESS WHEREOF, the undersigned has executed this
instrument this 3rd day of March, 1990.


                              John Wm. Galbraith
                              John Wm. Galbraith

<PAGE>
 
                           CERTIFICATE


          Pursuant to Section 10.1 of the Declaration, the
undersigned Trustee hereby acknowledges and certifies that this
Amendment to the Restated Declaration of Trust of Templeton Real
Estate Trust is made in accordance with the provisions of the
Declaration, and shall be effective upon its filing with the
Secretary of the Commonwealth of Massachusetts.

          IN WITNESS WHEREOF, the undersigned has executed this
instrument this 3rd day of March, 1990.


                              F. Bruce Clarke
                              F. Bruce Clarke
<PAGE> 
                           CERTIFICATE


          Pursuant to Section 10.1 of the Declaration, the
undersigned Trustee hereby acknowledges and certifies that this
Amendment to the Declaration of Trust of Templeton Real Estate
Trust is made in accordance with the provisions of the
Declaration, and shall be effective upon its filing with the
Secretary of the Commonwealth of Massachusetts.

          IN WITNESS WHEREOF, the undersigned has executed this
instrument this 3rd day of March, 1990.


                              Hasso-G von Diergardt
                              Hasso-G von Diergardt
<PAGE> 
                           CERTIFICATE


          Pursuant to Section 10.1 of the Declaration, the
undersigned Trustee hereby acknowledges and certifies that this
Amendment to the Declaration of Trust of Templeton Real Estate
Trust is made in accordance with the provisions of the
Declaration, and shall be effective upon its filing with the
Secretary of the Commonwealth of Massachusetts.

          IN WITNESS WHEREOF, the undersigned has executed this
instrument this 3rd day of March, 1990.


                              Leroy C. Paslay
                              LeRoy C. Paslay




                                    BY-LAWS

                                       OF

                     TEMPLETON REAL ESTATE SECURITIES FUND



                                     <PAGE>



                               TABLE OF CONTENTS
                                                        PAGE

ARTICLE I - DEFINITIONS                                    1

ARTICLE II - OFFICES                                       1
    Section 1.   Resident Agent                              1
    Section 2.   Offices                                     1

ARTICLE III - SHAREHOLDERS                                 2
    Section 1.   Meetings                                    2
    Section 2.   Notice of Meetings                          2
    Section 3.   Record Date for Meetings
                           and Other Purposes                        2

    Section 4.   Proxies                                     3
    Section 5.   Action without Meeting                      4

ARTICLE IV - TRUSTEES                                      4
    Section 1.   Meetings of the Trustees                    4
    Section 2.   Quorum and Manner of Acting                 5

ARTICLE V - COMMITTEES                                     6
    Section 1.   Executive and Other Committees              6
    Section 2.   Meetings, Quorum and Manner of Acting       7

ARTICLE VI - OFFICERS                                      7
    Section 1.   General Provisions                          7
    Section 2.   Term of Office and Qualifications           8
    Section 3.   Removal                                     8
    Section 4.   Powers and Duties of the President          8
    Section 5.   Powers and Duties of Vice Presidents        9
    Section 6.   Powers and Duties of the Treasurer          9
    Section 7.   Powers and Duties of the Secretary          9
    Section 8.   Powers and Duties of Assistant
                       Treasurers                           10

    Section 9.   Powers and Duties of Assistant
                       Secretaries                               10

    Section 10.  Compensation of Officers and Trustees
                       and Members of the Advisory Board         10

ARTICLE VII - FISCAL YEAR                                  11

ARTICLE VIII - SEAL                                        11

ARTICLE IX - WAIVERS OF NOTICE                             11



                           -ii-

<PAGE>



TABLE OF CONTENTS (continued)
                                                         PAGE

ARTICLE X - CUSTODY OF SECURITIES                          12
    Section 1.  Employment of a Custodian                    12
    Section 2.  Action Upon Termination of
                      Custodian Agreement                        12
    Section 3.  Provisions of Custodian Agreement            13
    Section 4.  Central Certificate System                   14
    Section 5.  Acceptance of Receipts in Lieu of
                      Certificates                               14

ARTICLE XI  - AMENDMENTS                                   15

ARTICLE XII - INSPECTION OF BOOKS                          15

ARTICLE XIII - MISCELLANEOUS                               15

                      -iii-

<PAGE>



                                    BY-LAWS
                                       OF
                     TEMPLETON REAL ESTATE SECURITIES FUND
                    AMENDED AND RESTATED AS OF JULY 29, 1992

                                   ARTICLE I
                                  DEFINITIONS
        Any terms defined in the Declaration of Trust of Templeton Real
Estate Trust dated July 17, 1989,  as amended from time to time,  shall have the
same meaning when used
herein.
                                                                      ARTICLE II
                                                                         OFFICES
             SECTION 1.  RESIDENT  AGENT.  The Trust  shall  maintain a resident
agent in the  Commonwealth of  Massachusetts,  which agent shall initially be CT
Corporation System, 2 Oliver Street,  Boston,  Massachusetts 02109. The Trustees
may  designate  a  successor  resident  agent,  provided,   however,  that  such
appointment shall not become effective until written notice thereof is delivered
to the office of the Secretary of the Commonwealth.
             SECTION 2.  OFFICES.  The Trust may have its
principal office and other offices in such places within as
well as without the Commonwealth as the Trustees may from
time to time determine.



                                                                           - 1 -

<PAGE>




                                                                     ARTICLE III
                                                                    SHAREHOLDERS
             SECTION 1. MEETINGS.  Meetings of the Shareholders shall be held as
provided  in the  Declaration  of Trust at such  place  within  or  without  the
Commonwealth of Massachusetts as the Trustees shall designate.  The holders of a
majority of outstanding  Shares present in person or by proxy shall constitute a
quorum at any meeting of the Shareholders.
             SECTION  2.  NOTICE  OF  MEETINGS.  Notice of all  meetings  of the
Shareholders,  stating the time,  place and  purposes of the  meeting,  shall be
given by the Trustees by mail to each  Shareholder at his address as recorded on
the  register of the Trust mailed at least ten (10) days and not more than sixty
(60) days  before the  meeting.  Only the  business  stated in the notice of the
meeting shall be considered at such meeting.  Any adjourned  meeting may be held
as adjourned  without further notice. No notice need be given to any Shareholder
who shall have failed to inform the Trust of his current address or if a written
waiver of notice, executed before or after the meeting by the Shareholder or his
attorney thereunto authorized, is filed with the records of the meeting.
             SECTION 3.  RECORD DATE FOR MEETINGS AND OTHER
PURPOSES.  For the purpose of determining the Shareholders



                                                                           - 2 -

<PAGE>



who are entitled to notice of and to vote at any meeting,  or to  participate in
any distribution,  or for the purpose of any other action, the Trustees may from
time to time close the transfer books for such period, not exceeding thirty (30)
days, as the Trustees may determine;  or without  closing the transfer books the
Trustees  may fix a date not more than ninety (90) days prior to the date of any
meeting of Shareholders or distribution or other action as a record date for the
determinations  of the persons to be treated as  Shareholders of record for such
purposes, subject to the provisions of the Declaration.
             SECTION 4. PROXIES.  At any meeting of Shareholders,  any holder of
Shares entitled to vote thereat may vote by proxy,  provided that no proxy shall
be voted at any  meeting  unless  it shall  have  been  placed  on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct,  for  verification  prior to the time at which such vote shall be taken.
Proxies may be solicited  in the name of one or more  Trustees or one or more of
the  officers of the Trust.  Only  Shareholders  of record  shall be entitled to
vote.  Each whole  share shall be entitled to one vote as to any matter on which
it is entitled by the  Declaration to vote, and each  fractional  Share shall be
entitled to a proportionate  fractional  vote. When any Share is held jointly by
several persons, any one of them may



                                                                           - 3 -

<PAGE>



vote at any meeting in person or by proxy in respect of such Share,  but if more
than one of them  shall be present  at such  meeting in person or by proxy,  and
such joint  owners or their  proxies so  present  disagree  as to any vote to be
cast,  such  vote  shall not be  received  in  respect  of such  Share.  A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed valid
unless  challenged  at or prior  to its  exercise,  and the  burden  of  proving
invalidity  shall rest on the  challenger.  If the holder of any such Share is a
minor or legally  incompetent,  and subject to guardianship or the legal control
of any other person as regards the charge or  management  of such Share,  he may
vote by his guardian or such other person appointed or having such control,  and
such vote may be given in person or by proxy.
          SECTION 5. ACTION  WITHOUT  MEETING.  Any action which may be taken by
Shareholders  may be taken  without  a meeting  if a  majority  of  Shareholders
entitled  to vote on the matter (or such larger  proportion  thereof as shall be
required by law, the  Declaration  or these By-Laws for approval of such matter)
consent to the action in writing  and the  written  consents  are filed with the
records of the meetings of Shareholders.  Such consents shall be treated for all
purposes as a vote taken at a meeting of Shareholders.

                                                                      ARTICLE IV



                                                                           - 4 -

<PAGE>



                                                                        TRUSTEES
             SECTION 1.  MEETINGS OF THE  TRUSTEES.  The  Trustees  may in their
discretion  provide for regular or stated  meetings of the  Trustees.  Notice of
regular or stated  meetings  need not be given.  Meetings of the Trustees  other
than regular or stated  meetings shall be held whenever called by the President,
or by any one of the Trustees,  at the time being in office.  Notice of the time
and place of each meeting other than regular or stated  meetings  shall be given
by the Secretary or an Assistant  Secretary or by the officer or Trustee calling
the  meeting  and shall be mailed to each  Trustee at least two days  before the
meeting,  or shall be telegraphed,  cabled, or wirelessed to each Trustee at his
business  address,  or  personally  delivered to him at least one day before the
meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting
need not be given to any Trustee if a written waiver of notice,  executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Trustee  who  attends the meeting  without  protesting  prior  thereto or at its
commencement  the lack of notice to him.  A notice or waiver of notice  need not
specify  the  purpose  of any  meeting.  The  Trustees  may  meet by  means of a
telephone  conference  circuit or similar  communications  equipment by means of
which all persons participating in the meeting shall be deemed to have been held
at a place



                                                                           - 5 -

<PAGE>



designated  by  the  Trustees  at  the  meeting.  Participation  in a  telephone
conference  meeting shall  constitute  presence in person at such  meeting.  Any
action  required or  permitted to be taken at any meeting of the Trustees may be
taken by the  Trustees  without a meeting  if all the  Trustees  consent  to the
action in writing  and the  written  consents  are filed with the records of the
Trustees' meetings. Such consents shall be treated as a vote for all purposes.
             SECTION 2. QUORUM AND MANNER OF ACTING.  A majority of the Trustees
shall be present in person at any regular or special  meeting of the Trustees in
order to constitute a quorum for the transaction of business at such meeting and
(except as otherwise  required by law, the Declaration or these By-Laws) the act
of a majority of the Trustees present at any such meeting,  at which a quorum is
present,  shall  be the act of the  Trustees.  In the  absence  of a  quorum,  a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.

                                                                       ARTICLE V
                                                                      COMMITTEES
             SECTION 1.  EXECUTIVE AND OTHER COMMITTEES.  The
Trustees by vote of a majority of all the Trustees may elect
from their own number an Executive Committee to consist of



                                                                           - 6 -

<PAGE>



not less than three (3) to hold office at the  pleasure of the  Trustees,  which
shall have the power to conduct the current and  ordinary  business of the Trust
while the  Trustees  are not in  session,  including  the  purchase  and sale of
securities and the  designation of securities to be delivered upon redemption of
Shares of the Trust,  and such other powers of the Trustees as the Trustees may,
from time to time,  delegate  to them  except  those  powers  which by law,  the
Declaration or these By-Laws they are prohibited from  delegating.  The Trustees
may also elect from their own number  other  Committees  from time to time,  the
number composing such Committees, the powers conferred upon the same (subject to
the same limitations as with respect to the Executive Committee) and the term of
membership on such Committees to be determined by the Trustees. The Trustees may
designate a chairman of any such Committee.  In the absence of such designation,
the Committee may elect its own Chairman.
             SECTION 2. MEETINGS,  QUORUM AND MANNER OF ACTING. The Trustees may
(1) provide  for stated  meetings  of any  Committee,  (2) specify the manner of
calling and notice required for special  meetings of any Committee,  (3) specify
the number of members of a  Committee  required to  constitute  a quorum and the
number of members of a Committee required to exercise specified powers delegated
to such Committee, (4) authorize the making of decisions to exercise specified



                                                                           - 7 -

<PAGE>



powers by written  assent of the  requisite  number of  members  of a  Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
             The Executive  Committee shall keep regular minutes of its meetings
and records of decisions  taken  without a meeting and cause them to be recorded
in a book designated for that purpose and kept in the Office of the Trust.

                                                                      ARTICLE VI
                                                                        OFFICERS
             SECTION 1. GENERAL PROVISIONS. The officers of the Trust shall be a
President,  a Treasurer  and a Secretary,  who shall be elected by the Trustees.
The Trustees may elect or appoint such other  officers or agents as the business
of the Trust may require,  including one or more Executive Vice Presidents,  one
or more Vice  Presidents,  one or more  Assistant  Secretaries,  and one or more
Assistant Treasurers.  The Trustees may delegate to any officer or Committee the
power to appoint any subordinate officers or agents.
             SECTION 2. TERM OF OFFICE AND  QUALIFICATIONS.  Except as otherwise
provided by law, the Declaration or these By-Laws, the President,  the Treasurer
and the  Secretary  shall each hold office until his  successor  shall have been
duly elected and qualified, and all other officers shall hold



                                                                           - 8 -

<PAGE>



office at the pleasure of the  Trustees.  The Secretary and Treasurer may be the
same person. A Vice President and the Treasurer or Assistant Treasurer or a Vice
President and the Secretary or Assistant  Secretary may be the same person,  but
the offices of Vice  President and Secretary and Treasurer  shall not be held by
the same  person.  The  President  shall hold no other  office.  Except as above
provided,  any two offices may be held by the same  person.  Any officer may be,
but none need be, a Trustee or Shareholder.
             SECTION 3. REMOVAL. The Trustees, at any regular or special meeting
of the Trustees,  may remove any officer  without cause, by a vote of a majority
of the Trustees then in office.  Any officer or agent appointed by an officer or
Committee  may be removed with or without  cause by such  appointing  officer or
Committee.
             SECTION 4. POWERS AND DUTIES OF THE  PRESIDENT.  The  President may
call  meetings of the  Trustees  and of any  Committee  thereof when he deems it
necessary and shall preside at all meetings of the Shareholders.  Subject to the
control of the Trustees and to the control of any  Committees  of the  Trustees,
within their respective  spheres,  as provided by the Trustees,  he shall at all
times  exercise a general  supervision  and  direction  over the  affairs of the
Trust. He shall have the power to employ attorneys and counsel for the Trust and
to employ such subordinate officers, agents, clerks



                                                                           - 9 -

<PAGE>



and employees as he may find necessary to transact the business of the Trust. He
shall  also have the  power to  grant,  issue,  execute  or sign such  powers of
attorney,  proxies or other documents as may be deemed advisable or necessary in
furtherance of the interests of the Trust.  The President  shall have such other
powers and duties as from time to time may be conferred  upon or assigned to him
by the Trustees.
             SECTION 5. POWERS AND DUTIES OF VICE PRESIDENTS.  In the absence or
disability of the President, any Vice President designated by the Trustees shall
perform  all the duties  and may  exercise  any of the powers of the  President,
subject to the control of the Trustees.  Each Vice President  shall perform such
other duties as may be assigned to him from time to time by the Trustees and the
President.
             SECTION 6. POWERS AND DUTIES OF THE TREASURER.  The Treasurer shall
be the principal financial and accounting officer of the Trust. He shall deliver
all funds of the Trust  which may come into his hands to such  Custodian  as the
Trustees may employ pursuant to Article X of these By-Laws.  He shall in general
perform all the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to him by the Trustees.
             SECTION 7.  POWERS AND DUTIES OF THE SECRETARY. The
Secretary shall keep the minutes of all meetings of the



                                                                          - 10 -

<PAGE>



Trustees and of the  Shareholders in proper books provided for that purpose;  he
shall have  custody of the seal of the Trust;  he shall have charge of the Share
transfer  books,  lists and  records  unless  the same are in the  charge of the
Transfer  Agent. He shall attend to the giving and serving of all notices by the
Trust in accordance with the provisions of these By-Laws and as required by law;
and subject to these By-Laws, he shall in general perform all duties incident to
the  office  of  Secretary  and such  other  duties  as from time to time may be
assigned to him by the Trustees.
             SECTION  8.  POWERS  AND  DUTIES OF  ASSISTANT  TREASURERS.  In the
absence or disability of the Treasurer,  any Assistant  Treasurer  designated by
the Trustees  shall perform all the duties,  and may exercise any of the powers,
of the Treasurer.  Each Assistant  Treasurer  shall perform such other duties as
from time to time may be assigned to him by the Trustees.
             SECTION  9.  POWERS  AND DUTIES OF  ASSISTANT  SECRETARIES.  In the
absence or disability of the Secretary,  any Assistant  Secretary  designated by
the Trustees  shall perform all the duties,  and may exercise any of the powers,
of the Secretary.  Each Assistant  Secretary  shall perform such other duties as
from time to time may be assigned to him by the Trustees.



                                                                          - 11 -

<PAGE>



             SECTION 10.  COMPENSATION  OF OFFICERS  AND TRUSTEES AND MEMBERS OF
THE ADVISORY BOARD. Subject to any applicable provisions of the Declaration, the
compensation  of the officers  and  Trustees  and members of any Advisory  Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any  Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such  compensation  as such officer
by reason of the fact that he is also a Trustee.

                                                                     ARTICLE VII
                                                                     FISCAL YEAR
             The fiscal year of the Trust shall begin on the first day of May in
each  year and  shall  end on the 30th  day of  April  in each  year,  provided,
however, that the Trustees may from time to time change the fiscal year.

                                                                    ARTICLE VIII
                                                                            SEAL
             The Trustees may adopt a seal which shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.

                                                                      ARTICLE IX
                                                               WAIVERS OF NOTICE



                                                                          - 12 -

<PAGE>



             Whenever any notice is required to be given by law, the Declaration
or these By-Laws,  a waiver thereof in writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled  or  wirelessed  for the  purposes  of  these  By-Laws  when it has  been
delivered to a representative  of any telegraph,  cable or wireless company with
instructions that it be telegraphed, cabled or wirelessed.

                                                                       ARTICLE X
                                                           CUSTODY OF SECURITIES
             SECTION 1. EMPLOYMENT OF A CUSTODIAN.  The Trust shall place and at
all times maintain in the custody of a Custodian  (including  any  sub-custodian
for  the  Custodian,  which  may  be  a  foreign  bank  which  meets  applicable
requirements of law) all trusts,  securities and similar investments included in
the Trust Property. The Custodian (and any sub-custodian) shall be a bank having
not less than $2,000,000  aggregate  capital,  surplus and undivided profits and
shall  be  appointed  from  time to  time by the  Trustees,  who  shall  fix its
remuneration.
             SECTION 2.  ACTION UPON TERMINATION OF CUSTODIAN
AGREEMENT.  Upon termination of a Custodian Agreement or



                                                                          - 13 -

<PAGE>



inability of the  Custodian to continue to serve,  the Trustees  shall  promptly
appoint a successor custodian,  but in the event that no successor custodian can
be found who has the  required  qualifications  and is  willing  to  serve,  the
Trustees  shall  call  as  promptly  as  possible  a  special   meeting  of  the
Shareholders to determine  whether the Trust shall function  without a custodian
or shall be  liquidated.  If so directed by vote of the holders of a majority of
the outstanding voting securities,  the Custodian shall deliver and pay over all
Trust Property held by it as specified in such vote.
             SECTION  3.  PROVISIONS  OF  CUSTODIAN  AGREEMENT.   The  following
provisions  shall apply to the  employment  of a Custodian  and to any  contract
entered into with the Custodian so employed:
             The  Trustees  shall cause to be  delivered  to the  Custodian  all
             securities included in the Trust Property or to which the Trust may
             become  entitled,  and shall order the same to be  delivered by the
             Custodian only in completion of a sale, exchange, transfer, pledge,
             loan  of  portfolio   securities  to  another   person,   or  other
             disposition thereof, all as the Trustees may generally or from time
             to time  require or approve or to a  successor  Custodian;  and the
             Trustees  shall cause all trusts  included in the Trust Property or
             to which it may become entitled



                                                                          - 14 -

<PAGE>



             to be paid to the  Custodian,  and shall  order the same  disbursed
             only for investment against delivery of the securities acquired, or
             the  return  of cash  held as  collateral  for  loans of  portfolio
             securi-ties,  or  in  payment  of  expenses,  including  management
             compensation, and liabilities of the Trust, including distributions
             to shareholders,  or to a successor  Custodian.  In connection with
             the Trust's  purchase or sale of futures  contracts,  the Custodian
             shall  transmit,  prior to  receipt  on  behalf of the Trust of any
             securities  or other  property,  funds from the  Trust's  custodian
             account in order to furnish to and  maintain  funds with brokers as
             margin  to  guarantee  the   performance  of  the  Trust's  futures
             obligations  in  accordance  with the  applicable  requirements  of
             commodities  exchanges and brokers.  SECTION 4. CENTRAL CERTIFICATE
             SYSTEM. Subject
to such rules,  regulations and orders as the Commission may adopt, the Trustees
may direct the Custodian to deposit all or any part of the  securities  owned by
the Trust in a system for the central  handling of securities  established  by a
national  securities exchange or a national  securities  association  registered
with the  Commission  under the  Securities  Exchange Act of 1934, or such other
person as may



                                                                          - 15 -

<PAGE>



be permitted by the  Commission,  or otherwise in accordance  with the 1940 Act,
pursuant to which system all securities of any particular class or series of any
issuer  deposited  within  the  system  are  treated  as  fungible  and  may  be
transferred or pledged by bookkeeping  entry without  physical  delivery of such
securities,  provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust.
             SECTION 5. ACCEPTANCE OF RECEIPTS IN LIEU OF CERTIFICATES.  Subject
to such rules,  regulations and orders as the Commission may adopt, the Trustees
may direct the Custodian to accept written  receipts or other written  evidences
indicating  purchases  of  securities  held in  book-entry  form in the  Federal
Reserve  System  in  accordance  with  regulations  promulgated  by the Board of
Governors of the Federal  Reserve System and the local Federal  Reserve Banks in
lieu of receipt of certificates representing such securities.

                                                                      ARTICLE XI
                                                                      AMENDMENTS
             These By-Laws, or any of them, may be altered, amended or repealed,
or  new  By-Laws  may be  adopted  by  (a)  vote  of a  majority  of the  Shares
outstanding and entitled to vote or (b) the Trustees, provided, however, that no
By-Law may be amended, adopted or repealed by the Trustees if such



                                                                          - 16 -

<PAGE>



amendment,  adoption or repeal  requires,  pursuant to law, the  Declaration  or
these By-Laws, a vote of the Shareholders.

                                                                     ARTICLE XII
                                                             INSPECTION OF BOOKS
             The Trustees shall from time to time determine  whether and to what
extent,  and at what times and places, and under what conditions and regulations
the  accounts  and  books  of the  Trust  or any of  them  shall  be open to the
inspection  of the  shareholders;  and no  shareholder  shall  have any right of
inspecting  any account or book or document of the Trust  except as conferred by
laws or authorized by the Trustees or by resolution of the shareholders.





                                                                          - 17 -

<PAGE>



                                                                    ARTICLE XIII
                                                                   MISCELLANEOUS
             (A) Except as  hereinafter  provided,  no officer or Trustee of the
Trust and no partner, officer, director or shareholder of the Investment Adviser
of the Trust or of the  Distributor of the Trust,  and no Investment  Adviser or
Distributor of the Trust,  shall take long or short  positions in the securities
issued by the Trust.
                  (1) The foregoing provisions shall not prevent the Distributor
             from purchasing Shares from the Trust if such purchases are limited
             (except for reasonable  allowances for clerical errors,  delays and
             errors of transmission and cancellation of orders) to purchases for
             the  purpose of  filling  orders for such  Shares  received  by the
             Distributor,  and provided  that orders to purchase  from the Trust
             are entered with the Trust or the  Custodian  promptly upon receipt
             by the Distributor of purchase  orders for such Shares,  unless the
             Distributor is otherwise instructed by its customer.
                       (2)  The  foregoing   provision  shall  not  prevent  the
                  Distributor  from purchasing  Shares of the Trust as agent for
                  the account of the Trust.



                                                                          - 18 -

<PAGE>



                       (3)  The  foregoing   provision  shall  not  prevent  the
                  purchase  from the  Trust or from the  Distributor  of  Shares
                  issued by the Trust,  by any officer,  or Trustee of the Trust
                  or by any partner,  officer,  director or  shareholder  of the
                  Investment  Adviser of the Trust or of the  Distributor of the
                  Trust at the price  available  to the public  generally at the
                  moment of such purchase, or as described in the then currently
                  effective Prospectus of the Trust.
                       (4) The foregoing shall not prevent the  Distributor,  or
                  any affiliate  thereof,  of the Trust from  purchasing  Shares
                  prior to the effectiveness of the first registration statement
                  relating to the Shares under the  Securities  Act of 1933. (B)
                  The Trust shall not lend assets of the Trust
to any officer or Trustee of the Trust, or to any partner,  officer, director or
shareholder of, or person  financially  interested in, the Investment Adviser of
the Trust, or the Distributor of the Trust, or to the Investment  Adviser of the
Trust or to the Distributor of the Trust.
                  (C) The  Trust  shall not  impose  any  restrictions  upon the
transfer of the Shares of the Trust except as provided in the  Declaration,  but
this  requirement  shall not prevent the  charging of customary  transfer  agent
fees.



                                                                          - 19 -

<PAGE>



                  (D) The Trust  shall not permit any  officer or Trustee of the
Trust,  or any  partner,  officer  or  director  of the  Investment  Adviser  or
Distributor  of the Trust to deal for or on behalf of the Trust with  himself as
principal or agent, or with any partnership, association or corporation in which
he has a financial  interest;  provided that the foregoing  provisions shall not
prevent  (a)  officers  and  Trustees  of the  Trust or  partners,  officers  or
directors of the  Investment  Adviser or  Distributor  of the Trust from buying,
holding or selling  shares in the Trust,  or from being  partners,  officers  or
directors or  otherwise  financially  interested  in the  Investment  Adviser or
Distributor of the Trust; (b) purchases or sales of securities or other property
by the Trust from or to an  affiliated  person or to the  Investment  Adviser or
Distributor  of the  Trust if such  transaction  is exempt  from the  applicable
provisions  of the 1940 Act; (c) purchases of  investments  for the portfolio of
the Trust or sales of investments  owned by the Trust through a security  dealer
who is, or one or more of whose  partners,  shareholders,  officers or directors
is, an officer or Trustee of the Trust, or a partner, officer or director of the
Investment Adviser or Distributor of the Trust, if such transactions are handled
in the capacity of broker only and commissions  charged do not exceed  customary
brokerage charges for such services; (d) employment of legal counsel,



                                                                          - 20 -

<PAGE>


registrar, Transfer Agent, dividend disbursing agent or Custodian who is, or has
a partner,  shareholder,  officer,  or director who is, an officer or Trustee of
the  Trust,  or a partner,  officer or  director  of the  Investment  Adviser or
Distributor of the Trust, if only customary fees are charged for services to the
Trust;  (e) sharing  statistical  research,  legal and  management  expenses and
office hire and expenses with any other  investment  company in which an officer
or Trustee of the Trust,  or a partner,  officer or director  of the  Investment
Adviser or  Distributor  of the Trust,  is an officer or director  or  otherwise
financially interested.



                                                                          - 21 -






 
                     TEMPLETON REAL ESTATE SECURITIES FUND
                               700 Central Avenue
                       St. Petersburg, Florida 33701-3628


Franklin Templeton Distributors, Inc.
700 Central Avenue
St. Petersburg, Florida  33701-3628

Re:      Amended and Restated Distribution Agreement

Gentlemen:

We,  TEMPLETON  REAL ESTATE  SECURITIES  FUND (the "Trust") are a  Massachusetts
business trust operating as an open-end management investment company or "mutual
fund",  which is registered under the Investment  Company Act of 1940 (the "1940
Act") and whose  shares are  registered  under the  Securities  Act of 1933 (the
"1933 Act").  We desire to issue one or more series or classes of our authorized
but unissued  shares of capital stock or beneficial  interest (the  "Shares") to
authorized  persons in accordance with applicable  Federal and State  securities
laws. The Trust's  Shares may be made available in one or more separate  series,
each of which may have one or more classes.

You have informed us that your company is registered  as a  broker-dealer  under
the provisions of the Securities Exchange Act of 1934 and that your company is a
member  of the  National  Association  of  Securities  Dealers,  Inc.  You  have
indicated your desire to act as the exclusive  selling agent and distributor for
the Shares.  We have been  authorized  to execute and deliver this  Distribution
Agreement  ("Agreement")  to  you  by a  resolution  of our  Board  of  Trustees
("Board") passed at a meeting at which a majority of Board members,  including a
majority who are not otherwise  interested  persons of the Trust and who are not
interested persons of our investment adviser, its related  organizations or with
you or your related  organizations,  were present and voted in favor of the said
resolution approving this Agreement.

         1. APPOINTMENT OF UNDERWRITER. Upon the execution of this Agreement and
in  consideration  of the agreements on your part herein  expressed and upon the
terms and  conditions  set forth herein,  we hereby appoint you as the exclusive
sales agent for our Shares and agree that we will deliver such Shares as you may
sell. You agree to use your best efforts to promote the sale of Shares,  but are
not obligated to sell any specific number of Shares.

         However,  the Trust and each  series  retain  the right to make  direct
sales of its Shares without sales charges  consistent with the terms of the then
current prospectus and applicable law, and to engage in other legally authorized
transactions  in its  Shares  which do not  involve  the sale of  Shares  to the
general  public.  Such  other  transactions  may  include,  without  limitation,
transactions between the Trust or any series or class and its shareholders only,
transactions  involving  the  reorganization  of the  Trust or any  series,  and
transactions involving the merger or combination of the Trust or any series with
another corporation or trust.

         2.  INDEPENDENT  CONTRACTOR.  You will  undertake  and  discharge  your
obligations  hereunder as an independent  contractor and shall have no authority
or power to obligate or bind us by your  actions,  conduct or  contracts  except
that  you are  authorized  to  promote  the  sale  of  Shares.  You may  appoint
sub-agents or distribute  through dealers or otherwise as you may determine from
time to time,  but this  Agreement  shall not be  construed as  authorizing  any
dealer or other person to accept  orders for sale or repurchase on our behalf or
otherwise act as our agent for any purpose.

         3.  OFFERING  PRICE.  Shares  shall  be  offered  for  sale  at a price
equivalent  to the net asset  value per share of that  series and class plus any
applicable  percentage of the public  offering  price as sales  commission or as
otherwise  set forth in our then  current  prospectus.  On each  business day on
which the New York Stock Exchange is open for business, we will furnish you with
the net asset value of the Shares of each available series and class which shall
be determined in accordance with our then effective prospectus.  All Shares will
be sold in the manner set forth in our then  effective  prospectus and statement
of additional information, and in compliance with applicable law.

         4.       COMPENSATION.

                  A. SALES  COMMISSION.  You shall be entitled to charge a sales
commission on the sale or redemption,  as appropriate,  of each series and class
of each  Trust's  Shares in the amount of any  initial,  deferred or  contingent
deferred  sales charge as set forth in our then  effective  prospectus.  You may
allow any  sub-agents  or dealers such  commissions  or  discounts  from and not
exceeding the total sales commission as you shall deem advisable, so long as any
such  commissions  or discounts  are set forth in our current  prospectus to the
extent  required by the applicable  Federal and State  securities  laws. You may
also make payments to sub-agents or dealers from your own resources,  subject to
the following conditions:  (a) any such payments shall not create any obligation
for or recourse  against the Trust or any series or class, and (b) the terms and
conditions  of  any  such  payments  are  consistent  with  our  prospectus  and
applicable federal and state securities laws and are disclosed in our prospectus
or statement of additional information to the extent such laws may require.

                  B.       DISTRIBUTION PLANS.   You shall also be entitled to 
compensation for your services as provided in any Distribution Plan adopted as
to any series and class of any Trust's Shares pursuant to Rule 12b-1 under the 
1940 Act.

         5. TERMS AND CONDITIONS OF SALES. Shares shall be offered for sale only
in those  jurisdictions  where they have been properly  registered or are exempt
from  registration,  and only to those groups of people which the Board may from
time to time determine to be eligible to purchase such shares.

         6. ORDERS AND PAYMENT FOR SHARES.  Orders for Shares  shall be directed
to the Trust's  shareholder  services  agent,  for  acceptance  on behalf of the
Trust.  At or prior to the time of delivery of any of our Shares you will pay or
cause to be paid to the  custodian of the Trust's  assets,  for our account,  an
amount in cash  equal to the net  asset  value of such  Shares.  Sales of Shares
shall be deemed to be made when and where  accepted by the  Trust's  shareholder
services agent.  The Trust's  custodian and shareholder  services agent shall be
identified in its prospectus.

         7.  PURCHASES  FOR YOUR OWN ACCOUNT.  You shall not purchase our Shares
for your own account for purposes of resale to the public,  but you may purchase
Shares for your own  investment  account  upon your written  assurance  that the
purchase  is for  investment  purposes  and that the  Shares  will not be resold
except through redemption by us.

         8. SALE OF SHARES TO  AFFILIATES.  You may sell our Shares at net asset
value to certain of your and our affiliated  persons  pursuant to the applicable
provisions  of  the  federal  securities   statutes  and  rules  or  regulations
thereunder  (the "Rules and  Regulations"),  including Rule 22d-1 under the 1940
Act, as amended from time to time.

         9.       ALLOCATION OF EXPENSES.  We will pay the expenses:

                  (a)      Of the  preparation  of  the  audited  and  certified
                           financial statements of our company to be included in
                           any Post-Effective  Amendments  ("Amendments") to our
                           Registration  Statement  under  the  1933 Act or 1940
                           Act,   including  the  prospectus  and  statement  of
                           additional information included therein;

                  (b)      Of  the   preparation,   including  legal  fees,  and
                           printing of all Amendments or supplements  filed with
                           the Securities and Exchange Commission, including the
                           copies of the prospectuses included in the Amendments
                           and  the   first   10   copies   of  the   definitive
                           prospectuses or supplements thereto, other than those
                           necessitated  by  your  (including  your  "Parent's")
                           activities or Rules and  Regulations  related to your
                           activities   where  such  Amendments  or  supplements
                           result in expenses  which we would not otherwise have
                           incurred;

                  (c)      Of the preparation, printing and distribution of any 
                           reports or communications which we send to our 
                           existing shareholders; and

                  (d)      Of  filing  and  other  fees  to  Federal  and  State
                           securities   regulatory   authorities   necessary  to
                           continue offering our Shares.

                  You will pay the expenses:

                  (a)      Of printing the copies of the prospectuses and any 
                           supplements thereto and statements of additional 
                           information which are necessary to continue to offer
                           our Shares;

                  (b)      Of  the   preparation,   excluding  legal  fees,  and
                           printing of all  Amendments  and  supplements  to our
                           prospectuses and statements of additional information
                           if the  Amendment  or  supplement  arises  from  your
                           (including your  "Parent's")  activities or Rules and
                           Regulations  related  to your  activities  and  those
                           expenses  would not  otherwise  have been incurred by
                           us;

                  (c)      Of printing additional copies, for use by you as 
                           sales literature, of reports or other communications 
                           which we have prepared for distribution to our 
                           existing shareholders; and

                  (d)      Incurred by you in advertising, promoting and selling
                           our Shares.

         10. FURNISHING OF INFORMATION.  We will furnish to you such information
with respect to each series and class of Shares, in such form and signed by such
of  our  officers  as you  may  reasonably  request,  and we  warrant  that  the
statements therein contained,  when so signed, will be true and correct. We will
also  furnish  you with such  information  and will take such  action as you may
reasonably  request in order to qualify our Shares for sale to the public  under
the Blue Sky Laws of  jurisdictions in which you may wish to offer them. We will
furnish you with annual audited  financial  statements of our books and accounts
certified  by  independent  public  accountants,   with  semi-annual   financial
statements prepared by us, with registration  statements and, from time to time,
with such additional  information  regarding our financial  condition as you may
reasonably request.

         11. CONDUCT OF BUSINESS. Other than our currently effective prospectus,
you will not  issue  any sales  material  or  statements  except  literature  or
advertising  which conforms to the  requirements of Federal and State securities
laws and  regulations  and which  have been  filed,  where  necessary,  with the
appropriate regulatory authorities.  You will furnish us with copies of all such
materials prior to their use and no such material shall be published if we shall
reasonably and promptly object.

                  You shall  comply with the  applicable  Federal and State laws
and  regulations  where our Shares are offered for sale and conduct your affairs
with us and with dealers,  brokers or investors in accordance  with the Rules of
Fair Practice of the National Association of Securities Dealers, Inc.

         12.  REDEMPTION OR REPURCHASE WITHIN SEVEN DAYS. If Shares are tendered
to us for  redemption or repurchase by us within seven  business days after your
acceptance of the original purchase order for such Shares,  you will immediately
refund to us the full sales commission (net of allowances to dealers or brokers)
allowed to you on the original sale, and will  promptly,  upon receipt  thereof,
pay  to us  any  refunds  from  dealers  or  brokers  of the  balance  of  sales
commissions  reallowed by you. We shall notify you of such tender for redemption
within  10 days of the day on which  notice of such  tender  for  redemption  is
received by us.

         13.      OTHER ACTIVITIES.  Your services pursuant to this Agreement 
shall not be deemed to be exclusive, and you may render similar services and 
act as an underwriter, distributor or dealer for other investment companies in 
the offering of their shares.

         14. TERM OF AGREEMENT.  This  Agreement  shall become  effective on the
date of its execution, and shall remain in effect for a period of two (2) years.
The Agreement is renewable annually thereafter, with respect to the Trust or, if
the Trust has more than one series,  with respect to each series, for successive
periods  not  to  exceed  one  year  (i)  by a vote  of  (a) a  majority  of the
outstanding  voting  securities  of the Trust or, if the Trust has more than one
series,  of each series,  or (b) by a vote of the Board, AND (ii) by a vote of a
majority  of the members of the Board who are not  parties to the  Agreement  or
interested persons of any parties to the Agreement (other than as members of the
Board),  cast in person at a meeting  called  for the  purpose  of voting on the
Agreement.

                  This  Agreement  may at any time be terminated by the Trust or
by any series  without  the  payment of any  penalty,  (i) either by vote of the
Board or by vote of a majority of the outstanding voting securities of the Trust
or any  series on 90 days'  written  notice  to you;  or (ii) by you on 90 days'
written notice to the Trust; and shall immediately terminate with respect to the
Trust and each series in the event of its assignment.

         15.      SUSPENSION OF SALES.  We reserve the right at all times to 
suspend or limit the public offering of Shares upon two days' written notice to
you.

         16.  MISCELLANEOUS.  This Agreement shall be subject to the laws of the
State of California  and shall be interpreted  and construed to further  promote
the operation of the Trust as an open-end  investment  company.  This  Agreement
shall supersede all Distribution  Agreements and Amendments previously in effect
between the parties.  As used  herein,  the terms "Net Asset  Value,"  "Offering
Price,"  "Investment  Company,"  "Open-End  Investment  Company,"  "Assignment,"
"Principal Underwriter," "Interested Person," "Parent," "Affiliated Person," and
"Majority  of the  Outstanding  Voting  Securities"  shall have the meanings set
forth in the 1933 Act or the 1940 Act and the Rules and Regulations thereunder.

Nothing  herein shall be deemed to protect you against any liability to us or to
our  securities  holders  to which you would  otherwise  be subject by reason of
willful  misfeasance,  bad faith or gross  negligence in the performance of your
duties  hereunder,  or by reason of your reckless  disregard of your obligations
and duties hereunder.

If the foregoing meets with your approval, please acknowledge your acceptance by
signing  each of the  enclosed  copies,  whereupon  this  will  become a binding
agreement as of the date set forth below.


Very truly yours,

Templeton Real Estate Securities Fund


By:/s/THOMAS M. MISTELE


Accepted:

Franklin Templeton Distributors, Inc.


By:/s/PETER JONES

DATED: May 1, 1995



SPECIMEN


                                       FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
                                                 DEALER AGREEMENT
                                             Effective: XXXXX YY, 1995

Dear Securities Dealer:

   Franklin/Templeton   Distributors,   Inc.  ("we"  or  "us")  invites  you  to
participate  in the  distribution  of shares of the mutual funds in the Franklin
Templeton  Group of Funds (the  "Funds") for which we now or in the future serve
as principal underwriter, subject to the terms of this Agreement. We will notify
you from time to time of the Funds which are eligible for  distribution  and the
terms of compensation under this Agreement.  This Agreement supersedes any prior
dealer agreements between us, under paragraph 18, below.

   1. LICENSING.

     (a) You  represent  that you are a member in good  standing of the National
     Association of Securities Dealers, Inc. ("NASD") and are presently licensed
     to the extent necessary by the appropriate  regulatory agency of each state
     in which  you will  offer  and sell  shares of the  Funds.  You agree  that
     termination  or  suspension  of such  membership  with the NASD, or of your
     license to do business by any state or federal  regulatory  agency,  at any
     time shall terminate or suspend this Agreement  forthwith and shall require
     you to notify us in writing of such action.  If you are not a member of the
     NASD but are a dealer subject to the laws of a foreign  country,  you agree
     to  conform  to the  rules  of  fair  practice  of such  association.  This
     Agreement  is in all  respects  subject  to  Rule 26 of the  Rules  of Fair
     Practice of the NASD which shall  control any  provision to the contrary in
     this Agreement.

     (b) You agree to notify us  immediately  in  writing if at any time you are
     not a  member  in  good  standing  of the  Securities  Investor  Protection
     Corporation ("SIPC").

   2. SALES OF FUND SHARES. You may offer and sell shares of each Fund and class
only at the public offering price which shall be applicable to, and in effect at
the time of, each  transaction.  The  procedures  relating to all orders and the
handling  of them shall be subject to the terms of the then  current  prospectus
and statement of additional  information  (hereafter,  the "prospectus") and new
account application,  including amendments,  for each such Fund, and our written
instructions  from time to time.  This  Agreement is not  exclusive,  and either
party may enter into similar agreements with third parties.

   3. DUTIES OF DEALER: IN GENERAL.  You agree:

     (a)  To act as principal, or as agent on behalf of your
     customers, in all transactions in shares of the Funds except as
     provided in paragraph 4 hereof. You shall not have any



<PAGE>


SPECIMEN


     authority  to act as agent for the issuer (the  Funds),  for the  Principal
     Underwriter, or for any other dealer in any respect, nor will you represent
     to any third  party  that you have  such  authority  or are  acting in such
     capacity.

     (b)  To purchase shares only from us or from your customers.

     (c) To enter  orders for the  purchase  of shares of the Funds only from us
     and only for the  purpose of  covering  purchase  orders  you have  already
     received from your customers or for your own bona fide investment.

     (d) To maintain records of all sales and redemptions of shares made through
     you and to furnish us with copies of such records on request.

     (e) To distribute  prospectuses and reports to your customers in compliance
     with applicable legal requirements,  except to the extent that we expressly
     undertake to do so on your behalf.

     (f) That you will not withhold placing  customers'  orders for shares so as
     to profit  yourself  as a result of such  withholding  or place  orders for
     shares in amounts  just below the point at which sales  charges are reduced
     so as to benefit from a higher sales charge  applicable  to an amount below
     the breakpoint.

     (g) That if any  shares  confirmed  to you  hereunder  are  repurchased  or
     redeemed  by any  of the  Funds  within  seven  business  days  after  such
     confirmation of your original order,  you shall forthwith  refund to us the
     full  concession  allowed to you on such orders.  We shall forthwith pay to
     the  appropriate  Fund our share,  if any, of the  "charge" on the original
     sale  and  shall  also  pay to such  Fund the  refund  from  you as  herein
     provided.  We shall notify you of such  repurchase or  redemption  within a
     reasonable  time after  settlement.  Termination  or  cancellation  of this
     Agreement  shall  not  relieve  you or us  from  the  requirements  of this
     subparagraph.

     (h) That if payment for the shares  purchased  is not  received  within the
     time  customary or the time required by law for such payment,  the sale may
     be canceled  forthwith without any  responsibility or liability on our part
     or on the part of the Funds, or at our option, we may sell the shares which
     you  ordered  back to the  Funds,  in  which  latter  case we may  hold you
     responsible  for any  loss to the  Fund or loss of  profit  suffered  by us
     resulting from your failure to make payment as aforesaid.  We shall have no
     liability for any check or other item returned unpaid to you after you have
     paid us on behalf of a purchaser. We may refuse to liquidate the investment
     unless we receive the purchaser's signed authorization for the liquidation.

     (i) That you shall assume  responsibility  for any loss to a Fund(s) caused
     by a correction made subsequent to trade date, provided such correction was
     not based on any error, omission


<PAGE>


SPECIMEN


     or negligence on our part, and that you will  immediately  pay such loss to
     the Fund(s) upon notification.

     (j) That if on a redemption which you have ordered,  instructions in proper
     form, including  outstanding  certificates are not received within the time
     customary  or the time  required  by law,  the  redemption  may be canceled
     forthwith  without any  responsibility  or  liability on our part or on the
     part of any Fund,  or at our  option,  we may buy the  shares  redeemed  on
     behalf of the Fund,  in which latter case we may hold you  responsible  for
     any loss to the Fund or loss of profit  suffered by us resulting  from your
     failure to settle the redemption.

   4. DUTIES OF DEALER:  RETIREMENT ACCOUNTS.  In connection with orders for the
purchase of shares on behalf of an Individual Retirement Account,  Self-Employed
Retirement Plan or other retirement accounts, by mail,  telephone,  or wire, you
shall act as agent for the  custodian  or  trustee of such  plans  (solely  with
respect to the time of receipt of the  application  and  payments) and shall not
place such order until you have  received  from your  customer  payment for such
purchase and, if such purchase represents the first contribution to such a plan,
the completed  documents necessary to establish the plan. You agree to indemnify
us and Franklin  Templeton Trust Company and/or Templeton Funds Trust Company as
applicable for any claim, loss, or liability resulting from incorrect investment
instructions received from you which cause a tax liability or other tax penalty.

   5.  CONDITIONAL  ORDERS;  CERTIFICATES.  We  will  not  accept  from  you any
conditional orders for shares of any of the Funds.  Delivery of certificates for
shares purchased shall be made by the Funds only against constructive receipt of
the purchase price,  subject to deduction for your concession and our portion of
the sales charge,  if any, on such sale. No  certificates  will be issued unless
specifically requested.

   6.  DEALER COMPENSATION.

     (a) On each  purchase of shares by you from us, the total sales charges and
     your dealer  concessions  shall be as stated in each  Fund's  then  current
     prospectus,  subject to NASD rules and  applicable  state and federal laws.
     Such sales charges and dealer concessions are subject to reductions under a
     variety of circumstances as described in the Funds' prospectuses. To obtain
     these reductions, we must be notified when the sale takes place which would
     qualify  for  the  reduced  charge.  If  you  fail  to  notify  us  of  the
     applicability  of a reduction  in the sales charge at the time the trade is
     placed,  neither  we nor  any of the  Funds  will  be  liable  for  amounts
     necessary to reimburse  any  investor for the  reduction  which should have
     been effected.

     (b)  In accordance with the Funds' prospectuses, we or our
     affiliates may, but are not obligated to, make payments to



<PAGE>


SPECIMEN


     dealers from our own resources as compensation  for certain sales which are
     made at net asset  value and are not  subject  to any  contingent  deferred
     sales charges ("Qualifying  Sales"). If you notify us of a Qualifying Sale,
     we may make a contingent advance payment up to the maximum amount available
     for payment on the sale.  If any of the shares  purchased  in a  Qualifying
     Sale are redeemed within twelve months of the end of the month of purchase,
     we shall be entitled to recover any  advance  payment  attributable  to the
     redeemed   shares  by  reducing  any  account  payable  or  other  monetary
     obligation  we may owe to you or by making demand upon you for repayment in
     cash. We reserve the right to withhold  advances to any dealer,  if for any
     reason we believe that we may not be able to recover unearned advances from
     such dealer.

   7. REDEMPTIONS.  Redemptions or repurchases of shares will be made at the net
asset value of such shares,  less any  applicable  deferred  sales or redemption
charges, in accordance with the applicable prospectuses.  Except as permitted by
applicable  law, you agree not to purchase  any shares from your  customers at a
price lower than the redemption or repurchase prices then computed by the Funds.
You shall,  however,  be  permitted to sell shares for the account of the record
owner to the Funds at the  repurchase  price then  currently  in effect for such
shares and may charge the owner a fair commission for handling the transaction.

   8. EXCHANGES.  Telephone exchange orders will be effective only for shares in
plan balance  (uncertificated  shares) or for which share certificates have been
previously  deposited and may be subject to any fees or other  restrictions  set
forth in the  applicable  prospectuses.  You may charge the  shareholder  a fair
commission for handling an exchange transaction. Exchanges from a Fund sold with
no sales charge to a Fund which  carries a sales charge,  and  exchanges  from a
Fund sold with a sales charge to a Fund which  carries a higher sales charge may
be  subject  to a sales  charge  in  accordance  with the  terms of each  Fund's
prospectus.  You  will be  obligated  to  comply  with any  additional  exchange
policies described in each Fund's  prospectus,  including without limitation any
policy restricting or prohibiting "Timing Accounts" as therein defined.

   9. TRANSACTION PROCESSING.  All orders are subject to acceptance by us and by
the Fund or its transfer agent, and become  effective only upon  confirmation by
us. If required by law,  each  transaction  shall be  confirmed  in writing on a
fully disclosed basis and if confirmed by us, a copy of each confirmation  shall
be sent  simultaneously to you if you so request.  All sales are made subject to
receipt of shares by us from the Funds.  We reserve the right in our discretion,
without notice, to suspend the sale of shares or withdraw the offering of shares
entirely. Telephone orders will be effected at the price(s) next computed on the
day  they  are  received  from  you if,  as set  forth  in each  Fund's  current
prospectus,  they are  received  prior to the time the  price of its  shares  is
calculated. Orders received after that time will be



<PAGE>


SPECIMEN


effected at the price(s) computed on the next business day.  All
orders must be accompanied by payment in U.S. dollars. Orders
payable by check must be drawn payable in U.S. dollars on a U.S.
bank, for the full amount of the investment.

   10.  MULTIPLE  CLASSES.  We may  from  time to time  provide  to you  written
compliance guidelines or standards relating to the sale or distribution of Funds
offering   multiple   classes  of  shares  with  different   sales  charges  and
distribution-related  operating expenses. In addition,  you will be bound by any
applicable  rules or  regulations  of  government  agencies  or  self-regulatory
organizations  generally  affecting  the sale or  distribution  of mutual  funds
offering multiple classes of shares.

   11.  RULE 12B-1 PLANS.  You are also invited to participate in
all Plans adopted by the Funds (the "Plan Funds") pursuant to Rule
12b-1 under the 1940 Act.

   To the extent you provide administrative and other services,  including,  but
not limited to,  furnishing  personal and other  services and assistance to your
customers who own shares of a Plan Fund, answering routine inquiries regarding a
Fund, assisting in changing account designations and addresses, maintaining such
accounts or such other services as a Fund may require,  to the extent  permitted
by applicable  statutes,  rules, or  regulations,  we shall pay you a Rule 12b-1
servicing fee. To the extent that you  participate in the  distribution  of Fund
shares which are eligible for a Rule 12b-1  distribution  fee, we shall also pay
you a Rule 12b-1  distribution  fee. All Rule 12b-1  servicing and  distribution
fees shall be based on the value of shares  attributable  to  customers  of your
firm and eligible for such payment,  and shall be calculated on the basis and at
the rates set forth in the compensation  schedule then in effect.  Without prior
approval by a majority of the outstanding shares of a Fund, the aggregate annual
fees paid to you  pursuant to each Plan shall not exceed the  amounts  stated as
the  "annual  maximums"  in each  Fund's  prospectus,  which  amount  shall be a
specified  percent of the value of the Fund's net assets held in your customers'
accounts which are eligible for payment  pursuant to this Agreement  (determined
in the same  manner as each Fund uses to compute  its net assets as set forth in
its effective Prospectus).

   You shall furnish us and each Fund with such  information as shall reasonably
be requested by the Boards of Directors,  Trustees or Managing  General Partners
(hereinafter  referred to as "Directors") of such Funds with respect to the fees
paid to you  pursuant  to the  Schedule.  We  shall  furnish  to the  Boards  of
Directors of the Plan Funds, for their review on a quarterly




<PAGE>


SPECIMEN


basis, a written report of the amounts expended under the Plans and the purposes
for which such expenditures were made.

   The Plans and  provisions  of any  agreement  relating  to such Plans must be
approved annually by a vote of the Plan Funds' Directors, including such persons
who are not  interested  persons  of the Plan  Funds  and who have no  financial
interest in the Plans or any related  agreement  ("Rule 12b-1  Directors").  The
Plans  or the  provisions  of  this  Agreement  relating  to such  Plans  may be
terminated  at any time by the vote of a majority of the Plan  Funds'  Boards of
Directors,  including  Rule 12b-1  Directors,  or by a vote of a majority of the
outstanding  shares of the Plan  Funds,  on sixty  (60)  days'  written  notice,
without  payment of any penalty.  The Plans or the  provisions of this Agreement
may also be terminated by any act that  terminates  the  Underwriting  Agreement
between us and the Plan Funds, and/or the management or administration agreement
between Franklin Advisers,  Inc. or Templeton Investment Counsel,  Inc. or their
affiliates and the Plan Funds.  In the event of the termination of the Plans for
any reason,  the  provisions of this  Agreement  relating to the Plans will also
terminate.

   Continuation  of the Plans and provisions of this Agreement  relating to such
Plans are conditioned on Rule 12b-1 Directors being  ultimately  responsible for
selecting  and  nominating  any new Rule  12b-1  Directors.  Under  Rule  12b-1,
Directors  of any of the Plan  Funds have a duty to request  and  evaluate,  and
persons who are party to any agreement related to a Plan have a duty to furnish,
such information as may reasonably be necessary to an informed  determination of
whether the Plan or any agreement should be implemented or continued.

   Parties to this Agreement who provide services to Plan Funds in the promotion
of shares of such  Funds  should be aware  that  under Rule 12b-1 Plan Funds are
permitted to implement or continue  Plans or the  provisions  of this  Agreement
relating  to such  Plans  from  year-to-year  only if,  based on  certain  legal
considerations,  the board is able to conclude  that the Plans will  benefit the
Plan Funds.  Absent such yearly  determination  the Plans and the  provisions of
this Agreement  relating to the Plans must be terminated as set forth above.  In
addition,  any obligation  assumed by a Fund pursuant to this Agreement shall be
limited  in all  cases to the  assets  of such  Fund and no  person  shall  seek
satisfaction thereof from shareholders of a Fund.





<PAGE>


SPECIMEN


You agree to waive  payment of any  amounts  payable to you by us under a Fund's
Plan of Distribution pursuant to Rule 12b-1 until such time as we are in receipt
of such fee from the Fund.

   The provisions of the Rule 12b-1 Plans between the Plan Funds and us, insofar
as they relate to Plans,  shall control over the provisions of this Agreement in
the event of any inconsistency.

   12.  REGISTRATION OF SHARES.  Upon request, we shall notify you of the states
or  other  jurisdictions  in which  Fund  shares  are  currently  registered  or
qualified  for sale to the public.  We shall have no  obligation  to register or
qualify,  or to maintain  registration or  qualification  of, Fund shares in any
state or other  jurisdiction.  We shall have no  responsibility,  under the laws
regulating the sale of securities in any U.S. or foreign  jurisdiction,  for the
qualification or status of persons selling Fund shares or for the manner of sale
of Fund shares. Except as stated in this paragraph,  we shall not, in any event,
be liable or responsible for the issue, form, validity, enforceability and value
of such shares or for any matter in connection therewith,  and no obligation not
expressly  assumed by us in this  Agreement  shall be  implied.  Nothing in this
Agreement, however, shall be deemed to be a condition,  stipulation or provision
binding any person acquiring any security to waive compliance with any provision
of the Securities Act of 1933, or of the rules and regulations of the Securities
and Exchange  Commission,  or to relieve the parties  hereto from any  liability
arising under the Securities Act of 1933.

   13. ADDITIONAL  REGISTRATIONS.  If it is necessary to register or qualify the
shares in any foreign  jurisdictions in which you intend to offer the shares, it
will  be your  responsibility  to  arrange  for  and to pay  the  costs  of such
registration or  qualification;  prior to any such registration or qualification
you will notify us of your intent and of any  limitations  that might be imposed
on  the  Funds  and  you  agree  not  to  proceed  with  such   registration  or
qualification without the written consent of the Funds and of ourselves.

   14.  FUND INFORMATION.  No person is authorized to give any
information or make any representations concerning shares of the
Funds except those contained in the current prospectus, or
statement of additional information issued by the Fund or by us
as information supplemental to such prospectus or statement of
additional information. We will supply prospectuses, reasonable



<PAGE>


SPECIMEN


quantities of supplemental  sale  literature,  sales  bulletins,  and additional
information as issued.  You agree not to use other advertising or sales material
relating to the Funds except that which (a) conforms to the  requirements of any
applicable  laws or regulations  of any  government or authorized  agency in the
U.S. or any other  country,  having  jurisdiction  over the  offering or sale of
shares of the  Funds,  and (b) is  approved  in writing by us in advance of such
use.  Such  approval  may be  withdrawn by us in whole or in part upon notice to
you, and you shall, upon receipt of such notice, immediately discontinue the use
of such sales literature, sales material and advertising. You are not authorized
to modify or translate any such materials without our prior written consent.

   15. INDEMNIFICATION. You further agree to indemnify, defend and hold harmless
the Principal  Underwriter,  the Funds, their officers,  directors and employees
from any and all  losses,  claims,  liabilities  and  expenses,  whether  or not
resulting  in  any  liability  to  any of the  parties  indemnified  under  this
subparagraph,  arising  out of (1)  any  alleged  violation  of any  statute  or
regulation  (including without limitation the securities laws and regulations of
the United States or any state or foreign country) or any alleged tort or breach
of  contract,  in or related to the offer and sale by you of shares of the Funds
pursuant to this Agreement  (except to the extent that our negligence or failure
to follow  correct  instructions  received  from you is the cause of such  loss,
claim,  liability  or  expense),  (2) any  redemption  or  exchange  pursuant to
telephone instructions received from you or your agent or employees,  or (3) the
breach by you of any of the terms and conditions of this Agreement.

   16.  TERMINATION;  SUCCESSION;  AMENDMENT.  Each party to this  Agreement may
cancel its participation in this Agreement by giving written notice to the other
parties.  Such notice  shall be deemed to have been given and to be effective on
the date on which it was either delivered personally to the other parties or any
officer or member  thereof,  or was mailed  postpaid or delivered to a telegraph
office for  transmission  to the other  parties'  Chief  Legal  Officers  at the
addresses  shown herein or in the most recent NASD Manual.  This Agreement shall
terminate  immediately  upon the  appointment  of a Trustee under the Securities
Investor  Protection Act or any other act of insolvency by you. The  termination
of this  Agreement  by any of the  foregoing  means  shall  have no effect  upon
transactions  entered into prior to the effective date of  termination.  A trade
placed




<PAGE>


SPECIMEN


by you subsequent to your voluntary termination of this Agreement will not serve
to reinstate  the  Agreement.  Reinstatement,  except in the case of a temporary
suspension of a dealer will only be effective upon written  notification  by us.
Unless terminated,  this Agreement shall be binding upon each party's successors
or assigns. This Agreement may be amended by us at any time by written notice to
you and your placing of an order or acceptance of payments of any kind after the
effective date and receipt of notice of any such Amendment shall constitute your
acceptance of such Amendment.

   17. SETOFF;  DISPUTE RESOLUTION.  Should any of your concession accounts with
us have a debit  balance,  we may offset and  recover  the amount  owed from any
other account you have with us, without notice or demand to you. In the event of
a dispute  concerning any provision of this Agreement,  either party may require
the  dispute  to be  submitted  to  binding  arbitration  under  the  commercial
arbitration rules of the NASD or the American Arbitration Association.  Judgment
upon any  arbitration  award may be entered by any state or federal court having
jurisdiction.  This Agreement  shall be construed in accordance with the laws of
the State of  California,  not including  any provision  which would require the
general application of the law of another jurisdiction.

   18.  ACCEPTANCE;   CUMULATIVE  EFFECT.   This  Agreement  is  cumulative  and
supersedes  any  agreement  previously  in effect.  It shall be binding upon the
parties  hereto  when  signed by us and  accepted  by you. If you have a current
dealer  agreement  with us, your first trade or  acceptance  of payments from us
after receipt of this Agreement,  as it may be amended pursuant to paragraph 16,
above, shall constitute your acceptance of its terms. Otherwise,  your signature
below shall constitute your acceptance of its terms.

Date:

FRANKLIN/TEMPLETON DISTRIBUTORS, INC.

By:

(Signature)

Name:    Greg Johnson
Title:            President




<PAGE>


SPECIMEN



777 Mariners Island Blvd.
San Mateo, CA 94404
Attention: Chief Legal Officer (for legal notices only)

700 Central Avenue
St. Petersburg, Florida 33701-3628

KEY PHONE NUMBERS FOR FRANKLIN TEMPLETON FUNDS

DEPARTMENT NAME
TELEPHONE NO.
HOURS OF OPERATION (PACIFIC
TIME) (MONDAY THROUGH
FRIDAY)SHAREHOLDER SERVICES
1-800/632-2301
6:00 A.M. TO 5:00 P.M.DEALER SERVICES
1-800/524-4040
6:00 A.M. TO 5:00 P.M.FUND INFORMATION
1-800/DIAL BEN
6:00 A.M. TO 8:00 P.M., 8:30
A.M. TO 5:00 P.M. (SATURDAY)RETIREMENT PLANS
1-800/527-2020
6:00 A.M. TO 5:00 P.M.TDD (HEARING IMPAIRED)
1-800/851-0637
6:00 A.M. TO 5:00 P.M.



<PAGE>


SPECIMEN





<PAGE>


SPECIMEN


[Note to Graphics:  Please put this on a different page with some
marking to indicate that it's part of one agreement.  Our idea is
to send only the part above the page break to current dealers,
and to attach a signature page for new dealers.]

[DEALER NAME]

By:

(Signature)

Name:
Title:

Address:


 Attention:                Chief Legal Officer
Telephone:

NASD CRD #


Franklin Templeton Dealer # _________________________________
(Internal Use Only)



<PAGE>




                               CUSTODY AGREEMENT



                  AGREEMENT  dated   September  12,  1989,   between  THE  CHASE
MANHATTAN  BANK,  N.A.  ("Chase"),  having its principal  place of business at 1
Chase Manhattan Plaza, New York, New York 10081, and TEMPLETON REAL ESTATE TRUST
(the "Fund"),  an investment company registered under the Investment Company Act
of 1940 ("Act of 1940"),  having its principal  place of business at 700 Central
Avenue, St. Petersburg, Florida 33701.
                  WHEREAS,  the Fund wishes to appoint Chase as custodian to its
securities  and assets and Chase is willing to act as custodian  under the terms
and conditions hereinafter set forth;
                  NOW,  THEREFORE,  the Fund and its  successors and assigns and
Chase and its successors and assigns, hereby agree as follows:
                  1. APPOINTMENT AS CUSTODIAN.  Chase agrees to act as custodian
for the Fund, as provided herein,  in connection with (a) cash ("Cash") received
from time to time from, or for the account of, the Fund for credit to the Fund's
deposit account or accounts  administered by Chase,  Chase Branches and Domestic
Securities  Depositories  (as  hereinafter  defined),  and/or  Foreign Banks and
Foreign   Securities   Depositories  (as  hereinafter   defined)  (the  "Deposit
Account"); (b) all stocks, shares, bonds, debentures, notes, mortgages, or other
obligations for the payment of money and any certificates,


<PAGE>



receipts,  warrants,  or  other  instruments  representing  rights  to  receive,
purchase,  or subscribe  for the same or evidencing  or  representing  any other
rights or interests therein and other similar property  ("Securities") from time
to  time  received  by  Chase  and/or  any  Chase  Branch,  Domestic  Securities
Depository, Foreign Bank or Foreign Securities Depository for the account of the
Fund (the  "Custody  Account");  and (c) original  margin and  variation  margin
payments  in  a  segregated  account  for  futures  contracts  (the  "Segregated
Account").
                  All cash  held in the  Deposit  Account  or in the  Segregated
Account in  connection  with which Chase  agrees to act as  custodian  is hereby
denominated as a special deposit which shall be held in trust for the benefit of
the Fund and to which Chase, Chase Branches and Domestic Securities Depositories
and/or Foreign Banks and Foreign Securities Depositories shall have no ownership
rights,  and Chase will so indicate on its books and records  pertaining  to the
Deposit Account and the Segregated Account.  All cash held in auxiliary accounts
that may be carried for the Fund with Chase  (including a Money Market  Account,
Redemption  Account,  Distribution  Account  and  Imprest  Account)  is  not  so
denominated  as a special  deposit and title thereto is held by Chase subject to
the claims of creditors.


                                                                           - 2 -

<PAGE>



                  2.       AUTHORIZATION TO USE BOOK ENTRY SYSTEM, DOMESTIC
SECURITIES DEPOSITORIES, BRANCH OFFICES, FOREIGN BANKS AND
FOREIGN SECURITIES DEPOSITORIES.  Chase is hereby authorized
to appoint and utilize, subject to the provisions of Sections
4 and 5 hereof:
                           A. The Book  Entry  System and The  Depository  Trust
                  Company; and also such other Domestic Securities  Depositories
                  selected  by  Chase  and as to  which  Chase  has  received  a
                  certified copy of a resolution of the Fund's Board of Trustees
                  authorizing deposits therein;
                           B.  Chase's  foreign  branch  offices  in the  United
                  Kingdom,  Hong  Kong,  Singapore,  and  Tokyo,  and such other
                  foreign branch offices of Chase located in countries  approved
                  by the Board of  Trustees  of the Fund as to which Chase shall
                  have given prior notice to the Fund;
                           C.       Foreign Banks which Chase shall have
                  selected, which are located in countries approved by
                  the Board of Trustees of the Fund, and as to which
                  banks Chase shall have given prior notice to the
                  Fund; and
                           D.       Foreign Securities Depositories which Chase
                  shall have selected and as to which Chase has
                  received a certified copy of a resolution of the
                  Fund's Board of Trustees authorizing deposits
                  therein;

                                                                           - 3 -

<PAGE>



to hold  Securities and Cash at any time owned by the Fund, it being  understood
that no such  appointment or  utilization  shall in any way relieve Chase of its
responsibilities  as provided for in this  Agreement.  Foreign branch offices of
Chase  appointed  and  utilized  by  Chase  are  herein  referred  to as  "Chase
Branches."  Unless otherwise agreed to in writing,  (a) each Chase Branch,  each
Foreign Bank and each Foreign  Securities  Depository shall be selected by Chase
to hold only  Securities as to which the principal  trading  market or principal
location as to which such  Securities are to be presented for payment is located
outside the United States; and (b) Chase and each Chase Branch, Foreign Bank and
Foreign Securities  Depository will promptly transfer or cause to be transferred
to Chase, to be held in the United States,  Securities and/or Cash that are then
being held  outside  the United  States  upon  request of the Fund and/or of the
Securities  and Exchange  Commission.  Utilization  by Chase of Chase  Branches,
Domestic   Securities   Depositories,   Foreign  Banks  and  Foreign  Securities
Depositories  shall  be in  accordance  with  provisions  as  from  time to time
amended, of an operating agreement to be entered into between Chase and the Fund
(the "Operating Agreement").
                  3.       DEFINITIONS.  As used in this Agreement, the
following terms shall have the following meanings:
                           (a)      "Authorized Persons of the Fund" shall mean
                  such officers or employees of the Fund or any other
                  person or persons as shall have been designated by a

                                                                           - 4 -

<PAGE>



                  resolution  of the Board of Trustees of the Fund,  a certified
                  copy of which has been filed with Chase,  to act as Authorized
                  Persons   hereunder.   Such  persons  shall   continue  to  be
                  Authorized  Persons  of the  Fund,  authorized  to act  either
                  singly or together  with one or more other of such  persons as
                  provided in such resolution, until such time as the Fund shall
                  have  filed   with   Chase  a  written   notice  of  the  Fund
                  supplementing,  amending,  or revoking  the  authority of such
                  persons.
                           (b)  "Book-Entry   system"  shall  mean  the  Federal
                  Reserve/Treasury  book-entry  system  for  United  States  and
                  federal agency securities, its successor or successors and its
                  nominee or nominees.
                           (c) "Domestic  Securities  Depository" shall mean The
                  Depository  Trust Company,  a clearing agency  registered with
                  the  Securities  and  Exchange  Commission,  its  successor or
                  successors  and its nominee or  nominees;  and (subject to the
                  receipt by Chase of a certified  copy of a  resolution  of the
                  Fund's  Board  of  Trustees  specifically  approving  deposits
                  therein as provided  in Section  2(a) of this  Agreement)  any
                  other person  authorized to act as a depository  under the Act
                  of 1940,  its  successor  or  successors  and its  nominee  or
                  nominees.
                           (d)      "Foreign Bank" shall mean any banking
                  institution organized under the laws of a

                                                                           - 5 -

<PAGE>



                  jurisdiction other than the United States or of any
                  state thereof.
                           (e) A "Foreign Securities  Depository" shall mean any
                  system for the central handling of securities abroad where all
                  securities  of any  particular  class or series of any  issuer
                  deposited within the system are treated as fungible and may be
                  transferred  or  pledged  by  bookkeeping   without   physical
                  delivery  of the  securities  by any Chase  Branch or  Foreign
                  Bank.
                           (f)      "Written Instructions" shall mean
                  instructions in writing signed by Authorized Persons
                  of the Fund giving such instructions, and/or such
                  other forms of communications as from time to time
                  shall be agreed upon in writing between the Fund and
                  Chase.
                  4.       SELECTION OF COUNTRIES IN WHICH SECURITIES MAY
BE HELD.  Chase  shall not cause  Securities  and Cash to be held in any country
outside the United  States until the Fund has directed the holding of its assets
in such  country.  Chase will be  provided  with a copy of a  resolution  of the
Fund's Board of Trustees  authorizing such custody in any country outside of the
United States,  which resolution  shall be based upon, among other factors,  the
following:
                           (a)      comparative operational efficiencies of
                  custody;

                                                                           - 6 -

<PAGE>



                           (b)      clearance and settlement and the costs
                  thereof; and
                           (c)      political and other risks, other than those
                  risks specifically assumed by Chase.
                  5.       RESPONSIBILITY OF CHASE TO SELECT CUSTODIANS IN
INDIVIDUAL FOREIGN COUNTRIES.  The responsibility for
selecting the Chase  Branch,  Foreign Bank or Foreign  Securities  Depository to
hold the Fund's  Securities and Cash in individual  countries  authorized by the
Fund shall be that of Chase.  Chase generally shall utilize Chase Branches where
available.  In locations where there are no Chase Branches  providing  custodial
services,  Chase  shall  select  as its agent a  Foreign  Bank,  which may be an
affiliate or subsidiary of Chase.  To facilitate the clearance and settlement of
securities  transactions,  Chase represents that, subject to the approval of the
Fund,  it may deposit  Securities  in a Foreign  Securities  Depository in which
Chase is a  participant.  In situations in which Chase is not a participant in a
Foreign Securities  Depository,  Chase may, subject to the approval of the Fund,
authorize a Foreign Bank acting as its subcustodian to deposit the Securities in
a Foreign  Securities  Depository  in which the Foreign  Bank is a  participant.
Notwithstanding  the  foregoing,  such  selection  by Chase of a Foreign Bank or
Foreign  Securities  Depository  shall not become effective until Chase has been
advised by the Fund that a majority of its Board of Trustees:

                                                                           - 7 -

<PAGE>



                           (a) Has approved Chase's  selection of the particular
                  Foreign Bank or Foreign Securities Depository, as the case may
                  be, as consistent  with the best interests of the Fund and its
                  Shareholder;
                           (b)       Has approved as consistent with the best
                  interests of the Fund and its Shareholders a written
                  contract prepared by Chase which will govern the
                  manner in which such Foreign Bank will maintain the
                  Fund's assets.
                  6.       CONDITIONS ON SELECTION OF FOREIGN BANK OR
FOREIGN SECURITIES DEPOSITORY.  Chase shall authorize the
holding of Securities and Cash by a Chase Branch, Foreign
Bank or Foreign Securities Depository only:
                           (a) to the extent  that the  Securities  and Cash are
                  not subject to any right, charge,  security interest,  lien or
                  claim of any kind in favor of any such Foreign Bank or Foreign
                  Securities  Depository,  except  for  their  safe  custody  or
                  administration, and
                           (b)      to the extent that the beneficial ownership
                  of Securities is freely transferable without the
                  payment of money or value other than for safe custody
                  or administration.
                  7.       CHASE BRANCHES AND FOREIGN BANKS NOT AGENTS OF
THE FUND.  Chase Branches, Foreign Banks and Foreign
Securities Depositories shall be subject to the instructions
of Chase and/or the Foreign Bank, and not to those of the
Fund.  Chase warrants and represents that all such

                                                                           - 8 -

<PAGE>



instructions shall afford protection to the Fund at least equal to that afforded
for Securities held directly by Chase. Any Chase Branch, Foreign Bank or Foreign
Securities Depository shall act solely as agent of Chase or of such
Foreign Bank.
                  8.       CUSTODY ACCOUNT.  Securities held in the Custody
Account shall be physically segregated at all times from
those of any other person or persons except that (a) with
respect to Securities held by Chase  Branches,  such Securities may be placed in
an omnibus account for the customers of Chase, and Chase shall maintain separate
book entry records for each such omnibus  account,  and such Securities shall be
deemed for the  purpose  of this  Agreement  to be held by Chase in the  Custody
Account;  (b) with respect to Securities deposited by Chase with a Foreign Bank,
a Domestic Securities Depository or a Foreign Securities Depository, Chase shall
identify on its books as belonging to the Fund the  Securities  shown on Chase's
account on the books of the Foreign  Bank,  Domestic  Securities  Depository  or
Foreign Securities Depository; and (c) with respect to Securities deposited by a
Foreign Bank with a Foreign Securities Depository, Chase shall cause the Foreign
Bank to identify on its books as belonging to Chase,  as agent,  the  Securities
shown on the  Foreign  Bank's  account  on the books of the  Foreign  Securities
Depository.  All  Securities of the Fund  maintained  by Chase  pursuant to this
Agreement shall be subject only to the instructions of Chase, Chase Branches or

                                                                           - 9 -

<PAGE>



their  agents.  Chase  shall  only  deposit  Securities  with a Foreign  Bank in
accounts that include only assets held by Chase for its customers.
                  8a.      SEGREGATED ACCOUNT FOR FUTURES CONTRACTS.  With
respect to every futures contract purchased, sold or cleared
for the Custody Account, Chase agrees, pursuant to Written
Instructions, to:
                           (a)      deposit original margin and variation
                  margin payments in a segregated account maintained by
                  Chase; and
                           (b)      perform all other obligations attendant to
                  transactions or positions in such futures contracts,
                  as such payments or performance may be required by
                  law or the executing broker.
                  8b.      SEGREGATED ACCOUNT FOR REPURCHASE AGREEMENTS.
With respect to purchases for the Custody Account from banks  (including  Chase)
or broker-dealers, of United States or foreign government obligations subject to
repurchase agreements, Chase agrees, pursuant to Written Instructions, to:


                                                                          - 10 -

<PAGE>



                           (a)  deposit such securities and repurchase
                  agreements in a segregated account maintained by
                  Chase; and
                           (b)      promptly show on Chase's records that such
                  securities and repurchase agreements are being held
                  on behalf of the Fund and deliver to the Fund a
                  written confirmation to that effect.
                  8c.      SEGREGATED ACCOUNTS FOR DEPOSITS OF COLLATERAL.
Chase agrees, with respect to (i) cash or high quality debt securities to secure
the Fund's  commitments to purchase new issues of debt obligations  offered on a
when-issued basis; (ii) cash, U.S. government securities, or irrevocable letters
of credit of borrowers of the Fund's portfolio  securities to secure the loan to
them of such  securities;  and/or (iii) cash,  securities or any other  property
delivered to secure any other obligations;  (all of such items being hereinafter
referred to as "collateral"), pursuant to Written Instructions, to:
                           (a)      deposit the collateral for each such
                  obligation in a separate segregated account
                  maintained by Chase; and
                           (b)      promptly to show on Chase's records that
                  such collateral is being held on behalf of the Fund
                  and deliver to the Fund a written confirmation to
                  that effect.
                  9.       DEPOSIT ACCOUNT.  Subject to the provisions of
this Agreement, the Fund authorizes Chase to establish and

                                                                          - 11 -

<PAGE>



maintain in each country or other  jurisdiction  in which the principal  trading
market  for any  Securities  is  located  or in which any  Securities  are to be
presented for payment, an account or accounts, which may include nostro accounts
with Chase Branches and omnibus  accounts of Chase at Foreign Banks, for receipt
of cash in the  Deposit  Account,  in such  currencies  as  directed  by Written
Instructions.  For purposes of this Agreement,  cash so held in any such account
shall be evidenced by separate book entries maintained by Chase at its office in
London  and shall be deemed  to be Cash  held by Chase in the  Deposit  Account.
Unless Chase receives  Written  Instructions  to the contrary,  cash received or
credited by Chase or any other Chase Branch,  Foreign Bank or Foreign Securities
Depository  for the  Deposit  Account in a currency  other  than  United  States
dollars shall be converted  promptly into United States  dollars  whenever it is
practicable  to do so through  customary  banking  channels  (including  without
limitation the effecting of such conversions at Chase's  preferred rates through
Chase, its affiliates or Chase Branches), and shall be automatically transmitted
back to Chase in the United States.
                  10.      SETTLEMENT PROCEDURES.  Settlement procedures
for transactions in Securities delivered to, held in, or to
be delivered from the Custody Account in Chase Branches,
Domestic  Securities Depositories, Foreign Banks and Foreign
Securities Depositories, including receipts and payments of
cash held in any nostro account or omnibus account for the

                                                                          - 12 -

<PAGE>



Deposit  Account as described  in Section 9, shall be carried out in  accordance
with the  provisions of the  Operating  Agreement.  It is  understood  that such
settlement  procedures  may vary, as provided in the Operating  Agreement,  from
securities  market  to  securities  market,  to  reflect  particular  settlement
practices in such markets.
                  Chase  shall  make or cause the  appropriate  Chase  Branch or
Foreign Bank to move payments of Cash held in the Deposit Account only:
                           (a) in connection with the purchase of Securities for
                  the  account of the Fund and only  against the receipt of such
                  Securities  by Chase or by another  appropriate  Chase Branch,
                  Domestic  Securities  Depository,   Foreign  Bank  or  Foreign
                  Securities  Depository,   or  otherwise  as  provided  in  the
                  Operating  Agreement,  each such  payment to be made at prices
                  confirmed by Written Instructions, or
                           (b)      in connection with any dividend, interim
                  dividend or other distribution declared by the Fund,
                  or
                           (c) as directed  by the Fund by Written  Instructions
                  setting  forth the name and  address of the person to whom the
                  payment is to be made and the purpose for which the payment is
                  to be made.

                  Upon the receipt by Chase of Written Instructions
specifying the Securities to be so transferred or delivered,

                                                                          - 13 -

<PAGE>



which  instructions  shall  name the  person or  persons  to whom  transfers  or
deliveries of such  Securities  shall be made and shall indicate the time(s) for
such transfers or deliveries,  Securities  held in the Custody  Account shall be
transferred,  exchanged,  or  delivered  by Chase,  any Chase  Branch,  Domestic
Securities Depository,  Foreign Bank, or Foreign Securities  Depository,  as the
case may be, against payment in Cash or Securities,  or otherwise as provided in
the Operating Agreement, only:
                           (a) upon sale of such  Securities  for the account of
                  the Fund and receipt of such  payment in the amount shown in a
                  broker's  confirmation  of sale  of the  Securities  or  other
                  proper authorization  received by Chase before such payment is
                  made, as confirmed by Written Instructions;
                           (b) in  exchange  for or upon  conversion  into other
                  Securities  alone or other Securities and Cash pursuant to any
                  plan     of     merger,     consolidation,     reorganization,
                  recapitalization, readjustment, or tender offer;
                           (c)      upon exercise of conversion, subscription,
                  purchase, or other similar rights represented by such
                  Securities; or
                           (d)  otherwise  as  directed  by the Fund by  Written
                  Instructions  which  shall set forth the amount and purpose of
                  such transfer or delivery.

                                                                          - 14 -

<PAGE>



                  Until Chase  receives  Written  Instructions  to the contrary,
Chase shall, and shall cause each Chase Branch,  Domestic Securities Depository,
Foreign Bank and Foreign  Securities  Depository  holding Securities or Cash to,
take the following actions in accordance with procedures established
in the Operating Agreement:
                           (a) collect and timely deposit in the Deposit Account
                  all income due or payable with respect to any  Securities  and
                  take  any  action  which  may  be  necessary   and  proper  in
                  connection with the collection and receipt of such income;
                           (b) present  timely for payment all Securities in the
                  Custody  Account  which are  called,  redeemed  or  retired or
                  otherwise  become  payable and all  coupons  and other  income
                  items which call for payment upon  presentation and to receive
                  and credit to the Deposit Account Cash so paid for the account
                  of the Fund except that, if such  Securities are  convertible,
                  such  Securities  shall not be presented for payment until two
                  business  days  preceding  the date on which  such  conversion
                  rights  would  expire  unless  Chase   previously  shall  have
                  received Written Instructions with respect thereto;
                           (c)      present for exchange all Securities in the
                  Custody Account converted pursuant to their terms
                  into other Securities;

                                                                          - 15 -

<PAGE>



                           (d) in respect of securities in the Custody  Account,
                  execute  in the  name of the Fund  such  ownership  and  other
                  certificates  as may be required to obtain payments in respect
                  thereto, provided that Chase shall have requested and the Fund
                  shall have  furnished  to Chase any  information  necessary in
                  connection with such certificates;
                           (e)      exchange interim receipts or temporary
                  Securities in the Custody Account for definitive
                  Securities; and
                           (f)      receive and hold in the Custody Account all
                  Securities received as a distribution on Securities
                  held in the Custody Account as a result of a stock
                  dividend, share split-up or reorganization,
                  recapitalization, readjustment or other rearrangement
                  or distribution of rights or similar Securities
                  issued with respect to any Securities held in the
                  Custody Account.
                  11.      RECORDS.  Chase hereby agrees that Chase and any
Chase  Branch or Foreign  Bank shall  create,  maintain,  and retain all records
relating to their  activities  and  obligations  as custodian for the Fund under
this Agreement in such manner as will meet the obligations of the Fund under the
Act of  1940,  particularly  Section  31  thereof  and  Rules  31a-1  and  31a-2
thereunder,  and  Federal,  state  and  foreign  tax  laws  and  other  legal or
administrative rules or procedures, in each case as currently in effect and

                                                                          - 16 -

<PAGE>



applicable  to the Fund.  All  records  so  maintained  in  connection  with the
performance  of  its  duties  under  this  Agreement  shall,  in  the  event  of
termination of this Agreement,  be preserved and maintained by Chase as required
by  regulation,  and  shall  be made  available  to the Fund or its  agent  upon
request, in accordance with the provisions of Section 19.
                  Chase hereby agrees,  subject to restrictions under applicable
laws,  that the books and records of Chase and any Chase  Branch  pertaining  to
their actions under this  Agreement  shall be open to the physical,  on-premises
inspection  and  audit  at  reasonable  times  by  the  independent  accountants
("Accountants") employed by, or other representatives of, the Fund. Chase hereby
agrees that,  subject to restrictions  under  applicable  laws,  access shall be
afforded  to the  Accountants  to such of the books and  records of any  Foreign
Bank,  Domestic  Securities  Depository or Foreign  Securities  Depository  with
respect  to  Securities  and Cash as shall be  required  by the  Accountants  in
connection  with their  examination  of the books and records  pertaining to the
affairs of the Fund.  Chase also agrees that as the Fund may reasonably  request
from time to time,  Chase shall provide the Accountants  with  information  with
respect to Chase's and Chase Branches' systems of internal  accounting  controls
as they relate to the services  provided under this  Agreement,  and Chase shall
use its best efforts to obtain and furnish similar  information  with respect to
each Domestic Securities

                                                                          - 17 -

<PAGE>



Depository, Foreign Bank and Foreign Securities Depository
holding Securities and Cash.
                  12.  REPORTS.  Chase  shall  supply  periodically,   upon  the
reasonable  request of the Fund,  such  statements,  reports,  and advices  with
respect to Cash in the Deposit Account and the Securities in the Custody Account
and  transactions in Securities from time to time received and/or  delivered for
or from the Custody Account, as the case may be, as the Fund shall require. Such
statements,  reports and advices  shall include an  identification  of the Chase
Branch,  Domestic  Securities  Depository,  Foreign Bank and Foreign  Securities
Depository having custody of the Securities and Cash, and descriptions thereof.
                  13.  REGISTRATION  OF  SECURITIES.  Securities  in the Custody
Account which are issued or issuable only in bearer form (except such securities
as are held in the Book-Entry  System) shall be held by Chase,  Chase  Branches,
Domestic   Securities   Depositories,   Foreign  Banks  or  Foreign   Securities
Depositories in that form. All other  Securities in the Custody Account shall be
held in  registered  form  in the  name  of  Chase,  or any  Chase  Branch,  the
Book-Entry  System,  Domestic  Securities  Depository,  Foreign  Bank or Foreign
Securities Depository and their nominees, as custodian or nominee.
                  14.      STANDARD OF CARE.
                           (a)      GENERAL.  Chase shall assume entire
                  responsibility for all Securities held in the Custody

                                                                          - 18 -

<PAGE>



                  Account,  Cash held in the Deposit Account, Cash or Securities
                  held in the  Segregated  Account and any of the Securities and
                  Cash  while in the  possession  of Chase or any Chase  Branch,
                  Domestic  Securities  Depository,   Foreign  Bank  or  Foreign
                  Securities Depository,  or in the possession or control of any
                  employees,  agents  or other  personnel  of Chase or any Chase
                  Branch,  Domestic  Securities  Depository,   Foreign  Bank  or
                  Foreign Securities Depository; and shall be liable to the Fund
                  for any loss to the Fund  occasioned by any destruction of the
                  Securities or Cash so held or while in such possession, by any
                  robbery,  burglary,  larceny,  theft  or  embezzlement  by any
                  employees,  agents or personnel of Chase or any Chase  Branch,
                  Domestic  Securities  Depository,   Foreign  Bank  or  Foreign
                  Securities  Depository,  and/or by virtue of the disappearance
                  of any of the  Securities  or Cash so  held or  while  in such
                  possession,  with or without any fault  attributable  to Chase
                  ("fault  attributable  to  Chase"  for  the  purposes  of this
                  Agreement  being deemed to mean any negligent act or omission,
                  robbery,  burglary,  larceny,  theft  or  embezzlement  by any
                  employees  or agents of Chase or any  Chase  Branch,  Domestic
                  Securities  Depository,  Foreign  Bank or  Foreign  Securities
                  Depository). In the event of Chase's discovery or notification
                  of any such loss of Securities or Cash, Chase shall promptly

                                                                          - 19 -

<PAGE>



                  notify the Fund and shall  reimburse the Fund to the extent of
                  the market value of the missing  Securities  or Cash as at the
                  date of the  discovery  of such  loss.  The Fund  shall not be
                  obligated  to  establish  any   negligence,   misfeasance   or
                  malfeasance on Chase's part from which such loss resulted, but
                  Chase shall be obligated  hereunder to make such reimbursement
                  to the Fund  after  the  discovery  or  notice  of such  loss,
                  destruction or theft of such Securities or Cash.  Chase may at
                  its option insure itself against loss from any cause but shall
                  be under no obligation to insure for the benefit of the Fund.
                           (b)  COLLECTIONS.  All  collections of funds or other
                  property paid or distributed in respect of Securities  held in
                  the  Custody  Account  shall be made at the risk of the  Fund.
                  Chase shall have no liability for any loss occasioned by delay
                  in the  actual  receipt  of  notice  by Chase (or by any Chase
                  Branch or Foreign Bank in the case of  Securities or Cash held
                  outside of the United  States) of any payment,  redemption  or
                  other  transaction  regarding  Securities  held in the Custody
                  Account  or Cash held in the  Deposit  Account  in  respect of
                  which  Chase has  agreed  to take  action  in the  absence  of
                  Written Instructions to the contrary as provided in Section 10
                  of this Agreement, which does not appear in any of

                                                                          - 20 -

<PAGE>



                  the publications referred to in Section 16 of this
                  Agreement.
                           (c) EXCLUSIONS.  Notwithstanding  any other provision
                  in  this  Agreement  to  the  contrary,  Chase  shall  not  be
                  responsible  for (i)  losses  resulting  from  war or from the
                  imposition  of exchange  control  restrictions,  confiscation,
                  expropriation,  or nationalization of any securities or assets
                  of the issuer of such  securities,  or (ii)  losses  resulting
                  from any  negligent  act or omission of the Fund or any of its
                  affiliates,  or any robbery, theft, embezzlement or fraudulent
                  act  by any  employee  or  agent  of  the  Fund  or any of its
                  affiliates.  Chase shall not be liable for any action taken in
                  good faith upon Written  Instructions of Authorized Persons of
                  the Fund or upon any certified  copy of any  resolution of the
                  Board of Trustees of the Fund, and may rely on the genuineness
                  of any such documents which it may in good faith believe to be
                  validly executed.
                           (d)  LIMITATION  ON LIABILITY  UNDER  SECTION  14(A).
                  Notwithstanding  any other  provision in this Agreement to the
                  contrary,  it is agreed that Chase's sole  responsibility with
                  respect to losses under Section 14(a) shall be to pay the Fund
                  the  amount  of any such loss as  provided  in  Section  14(a)
                  (subject to the limitation provided in Section 14(e) of this

                                                                          - 21 -

<PAGE>



                  Agreement).  This limitation does not apply to any
                  liability of Chase under Section 14(f) of this Agree-
                  ment.
                           (e) ANNUAL ADJUSTMENT OF LIMITATION OF LIABILITY.  As
                  soon as practicable after June 1 of every year, the Fund shall
                  provide  Chase  with the  amount of its total net assets as of
                  the close of  business  on such date (or if the New York Stock
                  Exchange is closed on such date,  then in that event as of the
                  close of  business on the next day on which the New York Stock
                  Exchange is open for business).
                           It is understood by the parties to this Agreement (1)
                  that Chase has  entered  into  substantially  similar  custody
                  agreements with other Templeton Funds, all of which Funds have
                  as their investment  adviser either the Investment  Manager of
                  the Fund or companies which are affiliated with the Investment
                  Manager;  and (2) that  Chase  may  enter  into  substantially
                  similar custody  agreements with additional mutual funds under
                  Templeton management which may hereafter be organized. Each of
                  such  custody  agreements  with each of such  other  Templeton
                  Funds  contains (or will contain) a "Standard of Care" section
                  similar to this  Section 14,  except that the limit of Chase's
                  liability  is (or will be) in varying  amounts  for each Fund,
                  with the aggregate limits of

                                                                          - 22 -

<PAGE>



                  liability in all of such agreements, including this
                  Agreement, amounting to $150,000,000.
                           On each  June 1,  Chase  will  total  the net  assets
                  reported  by  each  one  of  the  Templeton  Funds,  and  will
                  calculate  the  percentage  of the aggregate net assets of all
                  the Templeton Funds that is represented by the net asset value
                  of this Fund. Thereupon Chase shall allocate to this Agreement
                  with this Fund that  proportion  of its total of  $150,000,000
                  responsibility undertaking which is substantially equal to the
                  proportion which this Fund's net assets bears to the total net
                  assets of all such Templeton  Funds subject to adjustments for
                  claims paid as  follows:  all claims  previously  paid to this
                  Fund shall first be deducted from its proportionate  allocable
                  share of the  $150,000,000  Chase  responsibility,  and if the
                  claims  paid to this Fund  amount  to more than its  allocable
                  share of the  Chase  responsibility,  then the  excess of such
                  claims  paid to this Fund shall  diminish  the  balance of the
                  $150,000,000   Chase   responsibility    available   for   the
                  proportionate  shares  of  all of the  other  Templeton  Funds
                  having similar custody  agreements  with Chase.  Based on such
                  calculation,  and on such  adjustment for claims paid, if any,
                  Chase  thereupon  shall  notify  the  Fund  of such  limit  of
                  liability under this Section 14 which will be available to the
                  Fund with respect to

                                                                          - 23 -

<PAGE>



                  (1) losses in excess of payment allocations for previous years
                  and (2) losses  discovered during the next year this Agreement
                  remains in effect and until a new  determination of such limit
                  of responsibility is made on the next succeeding June 1.
                           (f)  OTHER   LIABILITY.   Independently   of  Chase's
                  liability  to the Fund as provided in Section  14(a) above (it
                  being  understood  that the  limitations in Sections 14(d) and
                  14(e) do not apply to the  provisions of this Section  14(f)),
                  Chase shall be  responsible  for the  performance of only such
                  duties  as are set forth in this  Agreement  or  contained  in
                  express  instructions given to Chase which are not contrary to
                  the provisions of this  Agreement.  Chase will use and require
                  the  same  care  with  respect  to  the   safekeeping  of  all
                  Securities  held  in the  Custody  Account,  Cash  held in the
                  Deposit Account, and Securities or Cash held in the Segregated
                  Account as it uses in respect of its own similar property, but
                  it need not  maintain  any  insurance  for the  benefit of the
                  Fund.  With respect to Securities and Cash held outside of the
                  United  States,  Chase will be liable to the Fund for any loss
                  to the Fund resulting from any disappearance or destruction of
                  such  Securities  or Cash while in the  possession of Chase or
                  any  Chase   Branch,   Foreign  Bank  or  Foreign   Securities
                  Depository, to the same extent it would be liable to

                                                                          - 24 -

<PAGE>



                  the Fund if Chase had  retained  physical  possession  of such
                  Securities  and Cash in New York.  It is  specifically  agreed
                  that Chase's  liability  under this Section  14(f) is entirely
                  independent   of  Chase's   liability   under  Section  14(a).
                  Notwithstanding  any other  provision in this Agreement to the
                  contrary,  in the event of any loss giving  rise to  liability
                  under  this  Section  14(f)  that  would  also  give  rise  to
                  liability  under Section  14(a),  the amount of such liability
                  shall not be charged  against the amount of the  limitation on
                  liability provided in Section 14(d).
                           (g) COUNSEL; LEGAL EXPENSES.  Chase shall be entitled
                  to the advice of counsel  (who may be counsel for the Fund) at
                  the  expense  of the  Fund in  connection  with  carrying  out
                  Chase's duties hereunder and in no event shall Chase be liable
                  for any  action  taken  or  omitted  to be taken by it in good
                  faith  pursuant to advice of such counsel.  If, in the absence
                  of fault  attributable  to Chase  and in the  course  of or in
                  connection  with  carrying  out  its  duties  and  obligations
                  hereunder,  any  claims or legal  proceedings  are  instituted
                  against Chase or any Chase Branch by third  parties,  the Fund
                  will hold Chase  harmless  against  any  claims,  liabilities,
                  costs,  damages or expenses  incurred in connection  therewith
                  and, if the Fund so elects, the Fund may assume the

                                                                          - 25 -

<PAGE>



                  defense thereof with counsel satisfactory to Chase,
                  and thereafter shall not be responsible for any
                  further legal fees that may be incurred by Chase,
                  provided, however, that all of the foregoing is
                  conditioned upon the Fund's receipt from Chase of
                  prompt and due notice of any such claim or
                  proceeding.
                  15.      EXPROPRIATION INSURANCE.  Chase represents that
it does not intend to obtain  any  insurance  for the  benefit of the Fund which
protects against the imposition of exchange control restrictions on the transfer
from any  foreign  jurisdiction  of the  proceeds of sale of any  Securities  or
against confiscation,  expropriation or nationalization of any securities or the
assets of the issuer of such  securities by a government of any foreign  country
in which the issuer of such  securities is organized or in which  securities are
held for  safekeeping  either by Chase,  or any Chase  Branch,  Foreign  Bank or
Foreign  Securities  Depository  in  such  country.   Chase  has  discussed  the
availability of expropriation  insurance with the Fund, and has advised the Fund
as to its  understanding  of the  position  of the staff of the  Securities  and
Exchange  Commission  that any  investment  company  investing in  securities of
foreign  issuers has the  responsibility  for reviewing the  possibility  of the
imposition of exchange control  restrictions which would affect the liquidity of
such  investment  company's  assets and the possibility of exposure to political
risk, including the appropriateness of insuring

                                                                          - 26 -

<PAGE>



against such risk. The Fund has acknowledged  that it has the  responsibility to
review the possibility of such risks and what, if any, action should be taken.
                  16. PROXY,  NOTICES,  REPORTS,  ETC. Chase shall watch for the
dates of  expiration  of (a) all  purchase or sale rights  (including  warrants,
puts,  calls and the like) attached to or inherent in any of the Securities held
in the Custody  Account and (b) conversion  rights and conversion  price changes
for each  convertible  Security  held in the  Custody  Account as  published  in
Telstat  Services,  Inc.,  Standard  & Poor's  Financial  Inc.  and/or any other
publications  listed in the Operating  Agreement (it being understood that Chase
may give notice to the Fund as provided in Section 21 as to any change, addition
and/or omission in the  publications  watched by Chase for these  purposes).  If
Chase or any Chase Branch,  Foreign Bank or Foreign Securities  Depository shall
receive any proxies,  notices,  reports, or other communications relative to any
of the Securities held in the Custody Account,  Chase shall, on its behalf or on
behalf  of a Chase  Branch,  Foreign  Bank  or  Foreign  Securities  Depository,
promptly  transmit in writing any such  communication  to the Fund. In addition,
Chase shall notify the Fund by person-to-person collect telephone concerning any
such notices  relating to any matters  specified  in the first  sentence of this
Section 16.
                  As specifically  requested by the Fund, Chase shall execute or
deliver or shall cause the nominee in whose name

                                                                          - 27 -

<PAGE>



Securities  are  registered  to execute  and  deliver  to such  person as may be
designated  by  the  Fund  proxies,  consents,   authorizations  and  any  other
instruments  whereby the authority of the Fund as owner of any Securities in the
Custody Account registered in the name of Chase or such nominee, as the case may
be, may be exercised.  Chase shall vote  Securities  in accordance  with Written
Instructions  timely  received  by Chase,  or such  other  person or  persons as
designated in or pursuant to the Operating Agreement.
                  Chase and any Chase  Branch  shall have no  liability  for any
loss or  liability  occasioned  by delay in the  actual  receipt  by them or any
Foreign  Bank or  Foreign  Securities  Depository  of notice of any  payment  or
redemption which does not appear in any of the  publications  referred to in the
first sentence of this Section 16.
                  17. COMPENSATION. The Fund agrees to pay to Chase from time to
time such  compensation  for its services  pursuant to this  Agreement as may be
mutually agreed upon in writing from time to time and Chase's  out-of-pocket  or
incidental expenses, as from time to time shall be mutually agreed upon by Chase
and the Fund. The Fund shall have no responsibility  for the payment of services
provided by any Domestic Securities Depository, such fees being paid directly by
Chase.  In the  event  of any  advance  of Cash  for any  purpose  made by Chase
pursuant to any Written  Instruction,  or in the event that Chase or any nominee
of Chase shall incur or be assessed any taxes in connection with the performance
of this

                                                                          - 28 -

<PAGE>



Agreement,  the Fund shall indemnify and reimburse  Chase therefor,  except such
assessment of taxes as results from the negligence, fraud, or willful misconduct
of Chase,  any Domestic  Securities  Depository,  Chase Branch,  Foreign Bank or
Foreign Securities Depository, or as constitutes a tax on income, gross receipts
or the like of any one or more of them. Chase shall have a lien on Securities in
the Custody  Account and on Cash in the Deposit  Account for any amount owing to
Chase from time to time under this Agreement upon due notice to the Fund.
                  18.      AGREEMENT SUBJECT TO APPROVAL OF THE FUND.  It
is understood that this Agreement and any amendments shall be
subject to the approval of the Fund.
                  19.  TERM.   This  Agreement  shall  remain  in  effect  until
terminated  by either party upon 60 days' written  notice to the other,  sent by
registered mail. Notwithstanding the preceding sentence, however, if at any time
after the execution of this Agreement  Chase shall provide written notice to the
Fund, by registered mail, of the amount needed to meet a substantial increase in
the cost of  maintaining  its present  type and level of bonding  and  insurance
coverage in connection with Chase's  undertakings in Section 14(a),  (d) and (e)
of this Agreement, said Section 14(a), (d) and (e) of this Agreement shall cease
to apply 60 days after the  providing  of such notice by Chase,  unless prior to
the  expiration  of such 60 days the Fund agrees in writing to assume the amount
needed for such purpose. Chase, upon the

                                                                          - 29 -

<PAGE>



date this  Agreement  terminates  pursuant  to notice  which has been given in a
timely fashion,  shall, and/or shall cause each Domestic  Securities  Depository
to, deliver the Securities in the Custody  Account,  pay the Cash in the Deposit
Account,  and deliver and pay Securities  and Cash in the Segregated  Account to
the Fund unless  Chase has  received  from the Fund 60 days prior to the date on
which this  Agreement is to be terminated  Written  Instructions  specifying the
name(s) of the person(s) to whom the Securities in the Custody  Account shall be
delivered,  the Cash in the Deposit  Account shall be paid,  and  Securities and
Cash in the Segregated  Account shall be delivered and paid.  Concurrently  with
the delivery of such Securities,  Chase shall deliver to the Fund, or such other
person as the Fund shall instruct,  the records  referred to in Section 11 which
are in the  possession or control of Chase,  any Chase  Branch,  or any Domestic
Securities Depository,  or any Foreign Bank or Foreign Securities Depository, or
in the event that Chase is unable to obtain such records in their  original form
Chase shall deliver true copies of such records.
                  20. AUTHORIZATION OF CHASE TO EXECUTE NECESSARY DOCUMENTS.  In
connection  with the  performance  of its  duties  hereunder,  the  Fund  hereby
authorizes  and directs  Chase and each Chase Branch  acting on behalf of Chase,
and Chase  hereby  agrees,  to execute and  deliver in the name of the Fund,  or
cause such other  Chase  Branch to execute  and deliver in the name of the Fund,
such certificates, instruments, and other

                                                                          - 30 -

<PAGE>



documents as shall be reasonably  necessary in connection with such performance,
provided that the Fund shall have furnished to Chase any  information  necessary
in connection therewith.
                  21.      NOTICES.  Any notice or other communication
authorized or required by this Agreement to be given to the
parties shall be sufficiently given (except to the extent
otherwise specifically provided) if addressed and mailed
postage prepaid or delivered to it at its office at the
address set forth below:
                  If to the Fund, then to
                          Templeton Real Estate Trust
                       700 Central Avenue, P.O. Box 33030
                         St. Petersburg, Florida 33733
                 Attention: John Wm. Galbraith, Vice President

                  If to Chase, then to

                         The Chase Manhattan Bank, N.A.
                          1211 Avenue of the Americas
                           33rd Floor
                            New York, New York 10036
                           Attention:  Global Custody Division Executive

or such other person or such other address as any party shall have  furnished to
the other party in writing.
                  22.  NON-ASSIGNABILITY OF AGREEMENT.  This Agreement shall not
be assignable by either party hereto;  provided,  however,  that any corporation
into which the Fund or Chase,  as the case may be, may be merged or converted or
with  which it may be  consolidated,  or any  corporation  succeeding  to all or
substantially  all  of  the  trust  business  of  Chase,  shall  succeed  to the
respective  rights  and shall  assume  the  respective  duties of the Fund or of
Chase, as the case may be, hereunder.

                                                                          - 31 -

<PAGE>



                  23. NO PERSONAL  LIABILITY.  It is  understood  and  expressly
stipulated  that  neither  the  holders  of Shares of the Fund nor any  Trustee,
officer, agent or employee of the Fund shall be personally liable hereunder, nor
shall any resort be had to other private  property for the  satisfaction  of any
claim or obligation hereunder, but the Fund only shall be liable.

                                                                          - 32 -

<PAGE>


                  24.      GOVERNING LAW.  This Agreement shall be governed
by the laws of the State of New York.

                                    THE CHASE MANHATTAN BANK, N.A.



                                    By:/s/CATHERINE LEE
                                        Vice President


                                    TEMPLETON REAL ESTATE TRUST




                                    By:/s/JOHN WM. GALBRIATH
                                        John Wm. Galbraith
                                           Vice President



                                                                          - 33 -






                                                        - 3 -
                     BUSINESS MANAGEMENT AGREEMENT BETWEEN
                   TEMPLETON REAL ESTATE SECURITIES FUND AND
                        TEMPLETON GLOBAL INVESTORS, INC.


                  AGREEMENT as of April 1, 1993, between Templeton
Real Estate Securities Fund, a Massachusetts business trust which is a
registered open-end investment company (the "Trust") and Templeton Global 
Investors, Inc. ("TGII").

                  In  consideration  of the mutual  promises  herein  made,  the
parties hereby agree as follows:

                  (1)      TGII agrees, during the life of this Agreement, to
                           be responsible for:

                  (a)      providing office space, telephone, office equipment
                           and supplies for the Trust;

                  (b)      paying compensation of the Trust's officers for 
                           services rendered as such;

                  (c)      authorizing expenditures and approving bills for 
                           payment on behalf of the Trust;

                  (d)      supervising  preparation  of  annual  and  semiannual
                           reports  to   Shareholders,   notices  of  dividends,
                           capital  gains  distributions  and tax  credits,  and
                           attending   to  routine   correspondence   and  other
                           communications with individual Shareholders;

                  (e)      daily pricing of the Trust's investment portfolio and
                           preparing  and   supervising   publication  of  daily
                           quotations of the bid and asked prices of the Trust's
                           Shares, earnings reports and other financial data;

                  (f)      monitoring relationships with organizations serving 
                           the Trust, including custodians, transfer agents and
                           printers;

                  (g)      providing trading desk facilities for the Trust;

                  (h)      supervising    compliance    by   the   Trust    with
                           recordkeeping   requirements   under  the  Investment
                           Company  Act of 1940 (the  "1940  Act") and the rules
                           and  regulations  thereunder,  with state  regulatory
                           requirements,  maintenance  of books and  records for
                           the  Trust  (other  than  those   maintained  by  the
                           custodian and transfer  agent),  preparing and filing
                           of tax  reports  other  than the  Trust's  income tax
                           returns;

                  (i)      monitoring the qualifications of tax deferred 
                           retirement plans for the Trust; and

                  (j)      providing executive, clerical and secretarial 
                           personnel needed to carry out the above
                           responsibilities.

                  (2) The Trust agrees,  during the life of this  Agreement,  to
pay to TGII as  compensation  for the foregoing a monthly fee equal on an annual
basis to 0.15% of the first $200  million  of the  aggregate  average  daily net
assets of the Trust during the month preceding each payment, reduced as follows:
on such net assets in excess of $200 million up to $700  million,  a monthly fee
equal on an annual basis to 0.135%; on such net assets in excess of $700 million
up to $1.2 billion,  a monthly fee equal on an annual basis to 0.1%; and on such
net assets in excess of $1.2 billion,  a monthly fee equal on an annual basis to
0.075%.

                  (3) This  Agreement  shall  remain in full  force  and  effect
through  December  31,  1993  and  thereafter  from  year to year to the  extent
continuance is approved annually by the Board of Trustees of the Trust.

                  (4) This  Agreement may be terminated by the Trust at any time
on sixty (60) days' written  notice  without  payment of penalty,  provided that
such  termination  by the Trust  shall be  directed or approved by the vote of a
majority of the  Trustees of the Trust in office at the time or by the vote of a
majority of the  outstanding  voting  securities of the Trust (as defined by the
1940 Act); and shall automatically and immediately terminate in the event of its
assignment (as defined by the 1940 Act).

                  (5) In the absence of willful misfeasance,  bad faith or gross
negligence  on the part of TGII,  or of  reckless  disregard  of its  duties and
obligations  hereunder,  TGII shall not be subject to  liability  for any act or
omission in the course of, or connected with, rendering services hereunder.

                  (6) In accordance with the Agreement dated September 12, 1989,
TGII has  advanced for the account of the Trust all  organizational  expenses of
the Trust,  all of which  expenses are being deferred by the Trust and amortized
ratably over a five-year period commencing on September 12, 1989; and during the
amortization  period, the proceeds of any redemption of the original Shares will
be reduced by a pro rata portion of any then unamortized organizational expenses
based  on  the  ratio  of  the  Shares  redeemed  to the  total  initial  Shares
outstanding immediately prior to the redemption.


<PAGE>


                  (7) It is understood and expressly stipulated that neither the
holders of Shares of the Trust nor any  Trustee,  officer,  agent or employee of
the Trust shall be personally liable  hereunder,  nor shall any resort be had to
other  private  property  for  the  satisfaction  of  any  claim  or  obligation
hereunder, but the Trust only shall be liable.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
amended  Agreement  to be duly  executed by their duly  authorized  officers and
their respective corporate seals to be hereunto duly affixed and attested.

                                       TEMPLETON REAL ESTATE SECURITIES FUND



                                            By:/s/HAROLD F. MCELRAFT
                                                     Harold F. McElraft
                                                     Vice President

ATTEST:


/s/THOMAS M. MISTELE
Thomas M. Mistele
Secretary


                                            TEMPLETON GLOBAL INVESTORS, INC.



                                            By:/s/THOMAS L. HANSBERGER
                                                  Thomas L. Hansberger
                                                President
ATTEST:


/s/GREGORY E. MCGOWAN
Gregory E. McGowan
Secretary



                                                     
                        TRANSFER AGENT AGREEMENT BETWEEN
                   TEMPLETON REAL ESTATE SECURITIES FUND AND
                   FRANKLIN TEMPLETON INVESTOR SERVICES, INC.


         AGREEMENT dated as of September 1, 1993, and amended and restated as of
August 10, 1995,  between  TEMPLETON REAL ESTATE  SECURITIES  FUND, a registered
open-end  investment company with offices at 700 Central Avenue, St. Petersburg,
Florida 33701 (the "Fund") and FRANKLIN  TEMPLETON  INVESTOR  SERVICES,  INC., a
registered  transfer agent with offices at 700 Central Avenue,  St.  Petersburg,
Florida 33701 ("FTIS").

                              W I T N E S S E T H:

         That for and in  consideration  of the mutual promises  hereinafter set
forth, the Fund and FTIS agree as follows:

         1.       DEFINITIONS.  Whenever used in this Agreement, the following 
words and phrases, unless the context otherwise requires, shall have the 
following meanings:

                  (a) "Declaration of Trust" shall mean the Declaration of Trust
of the Fund as the same may be amended from time to time;

                  (b) "Authorized Person" shall be deemed to include any person,
whether  or not  such  person  is an  officer  or  employee  of the  Fund,  duly
authorized to give Oral  Instructions  or Written  Instructions on behalf of the
Fund as indicated in a  certificate  furnished to FTIS  pursuant to Section 4(c)
hereof as may be received by FTIS from time to time;

                  (c) "Custodian"  refers to the custodian and any sub-custodian
of all  securities  and  other  property  which  the Fund may from  time to time
deposit,  or cause to be  deposited  or held  under the name or  account of such
custodian pursuant to the Custody Agreement;

                  (d) "Oral  Instructions"  shall mean instructions,  other than
written  instructions,  actually  received  by  FTIS  from a  person  reasonably
believed by FTIS to be an Authorized Person;

                  (e) "Shares" refers to shares of beneficial interest, par 
value $.01 per share, of the Fund; and

                  (f) "Written  Instructions" shall mean a written communication
signed by a person  reasonably  believed by FTIS to be an Authorized  Person and
actually received by FTIS.

         2.  APPOINTMENT OF FTIS. The Fund hereby appoints and constitutes  FTIS
as transfer agent for Shares of the Fund and as shareholder  servicing agent for
the Fund,  and FTIS  accepts such  appointment  and agrees to perform the duties
hereinafter set forth.

         3.       COMPENSATION.

                  (a) The Fund will  compensate or cause FTIS to be  compensated
for the performance of its obligations hereunder in accordance with the fees set
forth  in the  written  schedule  of  fees  annexed  hereto  as  Schedule  A and
incorporated herein. Schedule A does not include out-of-pocket  disbursements of
FTIS for which FTIS shall be  entitled  to bill the Fund  separately.  FTIS will
bill the Fund as soon as practicable  after the end of each calendar month,  and
said  billings  will be detailed in  accordance  with  Schedule A. The Fund will
promptly pay to FTIS the amount of such billing.

                  Out-of-pocket  disbursements  shall include,  but shall not be
limited  to,  the items  specified  in the  written  schedule  of  out-of-pocket
expenses annexed hereto as Schedule B and incorporated herein. Schedule B may be
modified by FTIS upon not less than 30 days' prior  written  notice to the Fund.
Unspecified  out-of-pocket  expenses  shall be  limited  to those  out-of-pocket
expenses  reasonably  incurred  by FTIS in the  performance  of its  obligations
hereunder.  Reimbursement by the Fund for expenses incurred by FTIS in any month
shall be made as soon as practicable  after the receipt of an itemized bill from
FTIS.

                  (b) Any compensation  agreed to hereunder may be adjusted from
time to  time by  attaching  to  Schedule  A of this  Agreement  a  revised  Fee
Schedule.

         4.  DOCUMENTS.  In connection  with the  appointment  of FTIS, the Fund
shall,  on or before the date this Agreement goes into effect,  but in any case,
within a  reasonable  period of time for FTIS to prepare  to perform  its duties
hereunder, deliver or cause to be delivered to FTIS the following documents:

                  (a)      If applicable, a specimen of the certificate for 
Shares of the Fund; 

                  (b)      All account application forms and other documents
 relating to Shareholder accounts or to any plan, program or service offered by 
the Fund;

                  (c)      A certificate identifying the Authorized Persons and
 specimen signatures of Authorized Persons who will sign Written Instructions; 
and

                  (d) All  documents  and  papers  necessary  under  the laws of
Florida,  under the Fund's  Declaration of Trust, and as may be required for the
due performance of FTIS's duties under this Agreement or for the due performance
of  additional  duties as may from time to time be agreed upon  between the Fund
and FTIS.

         5.  DISTRIBUTIONS  PAYABLE  IN  SHARES.  In the event that the Board of
Trustees of the Trust shall declare a distribution  payable in Shares, the Trust
shall  deliver  or  cause  to be  delivered  to  FTIS  written  notice  of  such
declaration signed on behalf of the Trust by an officer thereof, upon which FTIS
shall be entitled to rely for all purposes,  certifying (i) the number of Shares
involved, and (ii) that all appropriate action has been taken.

         6.  DUTIES  OF THE  TRANSFER  AGENT.  FTIS  shall  be  responsible  for
administering and/or performing transfer agent functions;  for acting as service
agent in connection with dividend and distribution functions; and for performing
shareholder  account and  administrative  agent functions in connection with the
issuance, transfer and redemption or repurchase (including coordination with the
Custodian)  of Shares.  The operating  standards  and  procedures to be followed
shall be  determined  from time to time by agreement  between the Fund and FTIS.
Without  limiting the  generality of the  foregoing,  FTIS agrees to perform the
specific duties listed on Schedule C.

         7.       RECORDKEEPING AND OTHER INFORMATION.  FTIS shall create and 
maintain all necessary records in accordance with all applicable laws, rules and
regulations.

         8. OTHER DUTIES. In addition,  FTIS shall perform such other duties and
functions,  and shall be paid such amounts therefor, as may from time to time be
agreed  upon in  writing  between  the Fund and  FTIS.  Such  other  duties  and
functions  shall be  reflected  in a written  amendment  to  Schedule C, and the
compensation for such other duties and functions shall be reflected in a written
amendment to Schedule A.

         9.       RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.

                  (a) FTIS will be  protected  in acting  upon  Written  or Oral
Instructions reasonably believed to have been executed or orally communicated by
an  Authorized  Person  and will not be held to have any notice of any change of
authority of any person until receipt of a Written  Instruction  thereof from an
officer  of  the  Fund.  FTIS  will  also  be  protected  in  processing   Share
certificates which it reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Fund and the proper countersignature of FTIS.

                  (b) At any time FTIS may apply to any Authorized Person of the
Fund for Written  Instructions  and may seek advice at the Fund's  expense  from
legal  counsel for the Fund or from its own legal  counsel,  with respect to any
matter arising in connection with this Agreement, and it shall not be liable for
any action taken or not taken or suffered by it in good faith in accordance with
such Written  Instructions  or in accordance with the opinion of counsel for the
Fund or for FTIS. Written Instructions requested by FTIS will be provided by the
Fund within a reasonable  period of time.  In addition,  FTIS,  or its officers,
agents or  employees,  shall accept Oral  Instructions  or Written  Instructions
given to them by any person representing or acting on behalf of the Fund only if
said representative is known by FTIS, or its officers,  agents or employees,  to
be an Authorized Person.

         10. ACTS OF GOD, ETC. FTIS will not be liable or responsible for delays
or errors by reason of circumstances beyond its control, including acts of civil
or  military  authority,   national  emergencies,   labor  difficulties,   fire,
mechanical  breakdown  beyond its control,  flood or  catastrophe,  acts of God,
insurrection,  war,  riots or  failure  beyond its  control  of  transportation,
communication or power supply.

         11.  DUTY OF CARE AND  INDEMNIFICATION.  The Fund will  indemnify  FTIS
against  and  hold  it  harmless  from  any  and all  losses,  claims,  damages,
liabilities  or  expenses  (including  reasonable  counsel  fees  and  expenses)
resulting  from any claim,  demand,  action or suit not  resulting  from willful
misfeasance,  bad faith or gross negligence on the part of FTIS, and arising out
of, or in connection  with,  its duties  hereunder.  In addition,  the Fund will
indemnify  FTIS  against and hold it harmless  from any and all losses,  claims,
damages,   liabilities  or  expenses  (including  reasonable  counsel  fees  and
expenses) resulting from any claim,  demand,  action or suit as a result of: (i)
any action taken in accordance with Written or Oral  Instructions,  or any other
instructions or Share certificates reasonably believed by FTIS to be genuine and
to be signed, countersigned or executed, or orally communicated by an Authorized
Person;  (ii) any  action  taken  in  accordance  with  written  or oral  advice
reasonably believed by FTIS to have been given by counsel for the Fund or by its
own counsel;  (iii) any action taken as a result of any error or omission in any
record (including but not limited to magnetic tapes,  computer  printouts,  hard
copies and microfilm copies) delivered, or caused to be delivered by the Fund to
FTIS in connection with this  Agreement;  or (iv) any action taken in accordance
with  oral  instructions  given  under the  Telephone  Exchange  and  Redemption
Privileges, as described in the Fund's current prospectus, when believed by FTIS
to be genuine.

         In any case in which  the Fund may be asked to  indemnify  or hold FTIS
harmless,  the Fund shall be  advised  of all  pertinent  facts  concerning  the
situation in question and FTIS will use  reasonable  care to identify and notify
the Fund promptly  concerning any situation  which presents or appears likely to
present a claim for  indemnification  against the Fund.  The Fund shall have the
option to  defend  FTIS  against  any claim  which  may be the  subject  of this
indemnification,  and, in the event that the Fund so elects,  such defense shall
be  conducted  by  counsel  chosen  by the Fund and  satisfactory  to FTIS,  and
thereupon the Fund shall take over complete  defense of the claim and FTIS shall
sustain no further legal or other  expenses in such situation for which it seeks
indemnification  under this  Section 11. FTIS will not confess any claim or make
any  compromise  in any  case in  which  the  Fund  will  be  asked  to  provide
indemnification,  except with the Fund's prior written consent.  The obligations
of the parties  hereto under this Section shall survive the  termination of this
Agreement.



<PAGE>


         12.      TERM AND TERMINATION.

                  (a) This  Agreement  shall be  effective  as of the date first
written above and shall continue  through December 31, 1993 and thereafter shall
continue  automatically  for successive  annual periods ending on December 31 of
each year, provided such continuance is specifically  approved at least annually
by (i) the Fund's Board of Trustees or (ii) a vote of a  "majority"  (as defined
in  the  Investment  Company  Act of  1940  (the  "1940  Act"))  of  the  Fund's
outstanding voting securities,  provided that in either event the continuance is
also  approved by a majority of the Board of  Trustees  who are not  "interested
persons"  (as defined in the 1940 Act) of any party to this  Agreement,  by vote
cast in person at a meeting called for the purpose of voting such approval;

                  (b) Either party hereto may terminate this Agreement by giving
to the other party a notice in writing  specifying the date of such termination,
which  shall be not less than 60 days after the date of receipt of such  notice.
In the event  such  notice is given by the Fund,  it shall be  accompanied  by a
resolution  of the Board of Trustees of the Fund,  certified by the Secretary of
the Fund,  designating a successor transfer agent or transfer agents.  Upon such
termination  and at the expense of the Fund, FTIS will deliver to such successor
a certified  list of  shareholders  of the Fund (with names and  addresses),  an
historical record of the account of each Shareholder and the status thereof, and
all other relevant books, records, correspondence, and other data established or
maintained by FTIS under this Agreement in a form  reasonably  acceptable to the
Fund,  and will  cooperate in the transfer of such duties and  responsibilities,
including  provisions for assistance from FTIS's personnel in the  establishment
of books, records and other data by such successor or successors.

         13.      AMENDMENT.  This Agreement may not be amended or modified in 
any manner except by a written agreement executed by both parties.

         14.      SUBCONTRACTING.  The Fund agrees that FTIS may, in its
discretion, subcontract for certain of the services described under this 
Agreement or the Schedules hereto; provided that the appointment of any such 
agent shall not relieve FTIS of its responsibilities hereunder.

         15.      MISCELLANEOUS.

                  (a) Any notice or other  instrument  authorized or required by
this Agreement to be given in writing to the Fund or FTIS shall be  sufficiently
given if  addressed  to that  party and  received  by it at its office set forth
below or at such other place as it may from time to time designate in writing.

                           To the Fund:

                           Templeton Real Estate Securities Fund
                           700 Central Avenue
                           St. Petersburg, Florida  33701

                           To FTIS:

                           Franklin Templeton Investor Services, Inc.
                           700 Central Avenue
                           St. Petersburg, Florida  33701

                  (b) This  Agreement  shall extend to and shall be binding upon
the parties  hereto,  and their  respective  successors  and assigns;  provided,
however, that this Agreement shall not be assignable without the written consent
of the other party.

                  (c)      This Agreement shall be construed in accordance with
the laws of the State of California.

                  (d)  This   Agreement   may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be  deemed  to be an  original;  but  such
counterparts shall, together, constitute only one instrument.

                  (e)  The   captions  of  this   Agreement   are  included  for
convenience  of  reference  only  and in no way  define  or  delimit  any of the
provisions hereof or otherwise affect their construction or effect.

                  (f) It is understood and expressly stipulated that neither the
holders of Shares of the Fund nor any Trustee, officer, agent or employee of the
Fund shall be personally liable hereunder,  nor shall any resort be had to other
private property for the satisfaction of any claim or obligation hereunder,  but
the Fund only shall be liable.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized as of
the day and year first above written.

                                         TEMPLETON REAL ESTATE SECURITIES FUND


                                      BY:/s/JOHN R. KAY
                                          John R. Kay
                                          Vice President


                                     FRANKLIN TEMPLETON INVESTOR SERVICES, INC.


                                      BY:/s/THOMAS M. MISTELE
                                               Thomas M. Mistele
                                               Vice President


<PAGE>



                                      A-1

                                   Schedule A



FEES

Shareholder account maintenance             $13.74, adjusted as (per annum, 
                                            prorated payable of February 1 of 
                                            each monthly) year to reflect 
                                            changes in the Department of Labor 
                                            Consumer Price Index.

Cash withdrawal program                      No charge to the Fund.

Retirement plans                             No charge to the Fund.


Wire orders or express                       $15.00 fee may be charged for each
mailings of redemption                       wire order and each express
proceeds                                     mailing.
                                 
                                                                       
                                                                      
                                                                       
                                                                      
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       
                                                                       









February 1, 1995


<PAGE>




                                      B-1
                                   Schedule B


OUT-OF-POCKET EXPENSES

         The Fund shall  reimburse FTIS monthly for the following  out-of-pocket
expenses:

         o        postage and mailing
         o        forms
         o        outgoing wire charges
         o        telephone
         o        Federal Reserve charges for check clearance
         o        if applicable, magnetic tape and freight
         o        retention of records
         o        microfilm/microfiche
         o        stationary
         o        insurance
         o        if applicable, terminals, transmitting lines and any expenses
                  incurred in connection with such terminals and lines
         o        all other miscellaneous expenses reasonably incurred by FTIS

         The Fund agrees that postage and mailing  expenses  will be paid on the
day of or prior to  mailing  as agreed  with FTIS.  In  addition,  the Fund will
promptly  reimburse FTIS for any other expenses incurred by FTIS as to which the
Fund and FTIS mutually agree that such expenses are not otherwise properly borne
by FTIS as part of its duties and obligations under the Agreement.



<PAGE>



                                      C-5

                                      C-1
                                   Schedule C

DUTIES

AS TRANSFER AGENT FOR INVESTORS IN THE FUND, FTIS WILL:

         o        Record in its transfer record,  countersign as transfer agent,
                  and deliver  certificates signed manually or by facsimile,  by
                  the President or a Vice-President  and by the Secretary or the
                  Assistant  Secretary  of the Fund,  in such names and for such
                  number of authorized but hitherto  unissued Shares of the Fund
                  as to which FTIS shall receive instructions; and

         o        Transfer on its records from time to time,  when  presented to
                  it for that purpose,  certificates of said Shares, whether now
                  outstanding or hereafter issued,  when countersigned by a duly
                  authorized  transfer agent,  and upon the  cancellation of the
                  old certificates,  record and countersign new certificates for
                  a  corresponding  aggregate  number of Shares and deliver said
                  new certificates.

AS SHAREHOLDER SERVICE AGENT FOR INVESTORS IN THE FUND, FTIS WILL:

         o        Receive from the Fund, from the Fund's  Principal  Underwriter
                  or  from  a  Shareholder,   on  a  form  acceptable  to  FTIS,
                  information  necessary to record sales and  redemptions and to
                  generate sale and/or redemption confirmations;

         o       Mail sale and/or redemption confirmations using standard forms;

         o        Accept and process cash payments from investors, clear checks 
                  which represent payments for the purchase of Shares;

         o        Requisition Shares in accordance with instructions of the 
                  Principal Underwriter of the Shares of the Fund;

         o        Produce periodic reports reflecting the accounts receivable 
                  and the paid pending (free stock) items;

         o        Open, maintain and close Shareholder accounts;

         o        Establish registration of ownership of Shares in accordance
                  with generally accepted form;

         o        Maintain  monthly records of (i) issued Shares and (ii) number
                  of Shareholders and their aggregate  Shareholdings  classified
                  according  to their  residence  in each  State  of the  United
                  States or foreign country;

         o        Accept and process  telephone  and  redemption  exchanges  for
                  Shares in accordance  with the Fund's  Telephone  Exchange and
                  Redemption  Privileges  as  described  in the  Fund's  current
                  prospectus.

         o        Maintain and safeguard  records for each  Shareholder  showing
                  name(s),  address,  number  of any  certificates  issued,  and
                  number of Shares  registered  in such  name(s),  together with
                  continuous  proof  of  the  outstanding   Shares,  and  dealer
                  identification,   and  reflecting  all  current  changes.   On
                  request, provide information as to an investor's qualification
                  for Cumulative  Quantity  Discount.  Provide all accounts with
                  confirmation    statements    reflecting   the   most   recent
                  transactions,    and   also   provide   year-end    historical
                  confirmation statements;

         o        Provide on request a duplicate set of records for file 
                  maintenance in the Fund's office in St. Petersburg, Florida;

         o        Out of money  received in payment for Share sales,  pay to the
                  Fund's  Custodian  Account with the  Custodian,  the net asset
                  value  per  Share  and pay to the  Principal  Underwriter  its
                  commission;

         o        Redeem Shares and prepare and mail (or wire) liquidation 
                  proceeds;

         o        Pass upon the adequacy of documents submitted by a Shareholder
                  or his legal representative to substantiate the transfer of 
                  ownership of Shares from the registered owner to transferees;

         o        From time to time,  make  transfers upon the books of the Fund
                  in accordance  with properly  executed  transfer  instructions
                  furnished to FTIS and make transfers of certificates  for such
                  Shares as may be surrendered for transfer  properly  endorsed,
                  and countersign new certificates issued in lieu thereof;

         o        Upon receipt of proper  documentation,  place stop  transfers,
                  obtain  necessary  insurance  forms,  and reissue  replacement
                  certificates   against   lost,   stolen  or  destroyed   Share
                  certificates;

         o        Check surrendered certificates for stop transfer restrictions.
                  Although FTIS cannot insure the  genuineness  of  certificates
                  surrendered   for   cancellation,   it  will  employ  all  due
                  reasonable   care  in  deciding   the   genuineness   of  such
                  certificates and the guarantor of the signature(s) thereon;

         o        Cancel surrendered certificates and record and countersign new
                  certificates;

         o        Certify outstanding Shares to auditors;

         o        In connection with any meeting of Shareholders, upon receiving
                  appropriate   detailed   instructions  and  written  materials
                  prepared  by the Fund and proxy  proofs  checked  by the Fund,
                  print  proxy  cards;  deliver  to  Shareholders  all  reports,
                  prospectuses,  proxy  cards and  related  proxy  materials  of
                  suitable design for enclosing;  receive and tabulate  executed
                  proxies; and furnish a list of Shareholders for the meeting;

         o        Answer routine correspondence and telephone inquiries about 
                  individual accounts. Prepare monthly reports for 
                  correspondence volume and correspondence data necessary for
                  the Fund's Semi-Annual Report on Form N-SAR;

         o        Prepare and mail dealer commission statements and checks;

         o        Maintain and furnish the Fund and its  Shareholders  with such
                  information as the Fund may reasonably request for the purpose
                  of  compliance  by  the  Fund  with  the  applicable  tax  and
                  securities laws of applicable jurisdictions;

         o        Mail confirmations of transactions to investors and dealers in
                  a timely fashion;

         o        Pay  or  reinvest  income   dividends   and/or  capital  gains
                  distributions  to Shareholders  of record,  in accordance with
                  the Fund's and/or Shareholder's instructions, provided that:

                           (a)      The  Fund  shall   notify  FTIS  in  writing
                                    promptly  upon   declaration   of  any  such
                                    dividend  and/or  distribution,  and  in any
                                    event at least forty-eight (48) hours before
                                    the record date;

                           (b)      Such   notification    shall   include   the
                                    declaration   date,  the  record  date,  the
                                    payable date, the rate,  and, if applicable,
                                    the  reinvestment  date and the reinvestment
                                    price to be used; and

                           (c)      Prior to the payable date, the Fund shall 
                                    furnish FTIS with sufficient fully and 
                                    finally collected funds to make such 
                                    distribution;

         o        Prepare and file annual United States  information  returns of
                  dividends and capital gains distributions (Form 1099) and mail
                  payee  copies to  Shareholders;  report and pay United  States
                  income taxes withheld from  distributions made to nonresidents
                  of the United States, and prepare and mail to Shareholders the
                  notice  required  by the  U.S.  Internal  Revenue  Code  as to
                  realized capital gains distributed and/or retained,  and their
                  proportionate share of any foreign taxes paid by the Fund;

         o        Prepare transfer journals;

         o        Set up wire order trades on file;

         o        Receive payment for trades and update the trade file;

         o        Produce delinquency and other trade file reports;

         o        Provide dealer commission statements and payments thereof for 
                  the Principal Underwriter;

         o        Sort and print shareholder information by state, social code,
                  price break, etc.; and

         o        Mail promptly the Statement of Additional Information of the
                  Fund to each Shareholder who requests it, at no cost to the 
                  Shareholder.

         In connection with the Fund's Cash Withdrawal Program, FTIS will:

         o        Make payment of amounts withdrawn periodically by the 
                  Shareholder pursuant to the Program by redeeming Shares, and 
                  confirm such redemptions to the Shareholder; and

         o        Provide  confirmations  of all  redemptions,  reinvestment  of
                  dividends and distributions, and any additional investments in
                  the Program, including a summary confirmation at the year-end.

         In connection  with Tax Deferred  Retirement  Plans involving the Fund,
FTIS will:

         o        Receive and process applications, accept contributions, record
                  Shares issued and dividends reinvested;

         o        Make distributions when properly requested; and

         o        Furnish reports to regulatory authorities as required.



                     SUB-TRANSFER AGENT SERVICES AGREEMENT

AGREEMENT  made as of March 1, 1992 by and  between  (i) each of the  investment
companies listed herein  (collectively the "FUNDS");  (ii) Templeton Funds Trust
Company ("TFTC"); and (iii) THE SHAREHOLDER SERVICES GROUP, INC. ("TSSG").

                                   WITNESSETH

         WHEREAS,  the  FUNDS  are  investment  companies  registered  under the
Investment Company Act of 1940, as amended (the "Act"); and

         WHEREAS,  the FUNDS have engaged TFTC to act as their  transfer  agent,
dividend disbursing agent and shareholder servicing agent; and

         WHEREAS,  the FUNDS and TFTC have  entered  into a separate  agreements
pursuant  to which  TFTC  agreed  to  arrange  for the  performance  of  certain
administrative  services for  shareholders  of the FUNDS who maintain  shares of
such Funds; and

         WHEREAS,  TSSG,  a  transfer  agent  registered  under  the  Securities
Exchange  Act of 1934,  has  presented  to the  FUNDS  the  various  shareholder
administrative services that may be performed by TSSG; and

         WHEREAS,  the  FUNDS  desire  to retain  TSSG in a  sub-transfer  agent
capacity to perform  such  services and TSSG is willing and able to furnish such
services on the terms and conditions hereinafter set forth.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees, as follows:

         1. TSSG agrees to perform the shareholder  administrative  services and
functions  specified in Exhibit A hereto (the "Services") for the benefit of the
shareholders  of the FUNDS  who  maintain  shares of any such FUND in  brokerage
accounts with Shearson Lehman Brothers (the "Broker"),  where the  shareholders'
shares  are   included  in  the  master   account   referred  to  in  Exhibit  A
(collectively, the "Broker Customers").

         2. TSSG  agrees  that it will  maintain  and  preserve  all  records as
required by law to be maintained and preserved in connection  with providing the
services,  and  will  otherwise  comply  with  the law,  rules  and  regulations
applicable to the services. Upon the written authorization of the Broker and the
FUND,  TSSG shall  provide  copies of all the  historical  records  relating  to
transactions involving the FUNDS and Broker Customers,  data formats for written
communication regarding that FUND to or from such customers and other materials,
in  each  case  as may  reasonably  be  requested  to  enable  the  FUND  or its
representatives,  including without limitation its auditors, investment advisor,
transfer agent


<PAGE>



or successor transfer agent or distributor,  to monitor and review the Services,
or to copmly  with any  request of the board of  directors,  trustees or general
partners (collectively, the "Directors") of the FUNDS or of a governmental body,
self-regulatory  organization or a shareholder.  TSSG agrees that it will permit
the FUNDS to have  reasonable  access to its  personnel  and records in order to
facilitate the monitoring of the quality of the services.  It is understood that
notwithstanding  anything herein to the contrary,  TSSG shall not be required to
provide the names,  addresses  and account  numbers of Broker  Customers  to the
TFTC, the FUNDS or their representatives,  unless applicable laws or regulations
otherwise require.

         3.  TSSG  may  contract  with or  establish  relationships  with  third
parties,  including,  without  limitation,  the  Broker,  for the  provision  of
services or activities of TSSG required by the Agreement.

         4. TSSG hereby agrees to notify  promptly TFTC and the FUNDS if for any
reason TSSG is unable to perform fully and promptly any of its obligations under
this Agreement.

         5. The provisions of this Agreement shall in no way limit the authority
of any of the FUNDS to take such actions as it may deem appropriate or advisable
in connection  with all matters  relating to the  operations of such FUND and/or
sale of its shares.

         6.  In  consideration  of the  performance  of the  services  by  TSSG,
hereunder, the FUNDS severally agree to compensate TSSG at the rate specified in
Schedule  A, which  rate may  change  pursuant  to a written  amendment  to this
Agreement  executed  by and  among the  parties  hereto.  Payment  shall be made
monthly based upon the number of  shareholders of a FUND who hold shares of such
FUND in a broker's account for any part of the subject month.  This number shall
be certified each year by independent public accountants of TSSG. The FUNDS also
agree to  reimburse  TSSG or its  designated  agent  for  postage  and  handling
expenses associated with teh distribution of proxies, prospectuses,  reports and
other  communications  to shareholders  prepared by the FUNDS or necessitated by
the actions of the FUNDS.

         7. TSSG shall  indemnify  and hold harmless TFTC and the FUNDS from and
against  any and all  losses  or  liabilities  that  any one or more of them may
incur,  including without limitation  reasonable  attorneys' fees,  expenses and
cost, arising out of or related to the perofrmance or non-performance of TSSG of
its responsibilities under this Agreement,  excluding, however, any such claims,
suits, loss, damage or cost caused by, materially contributed to or arising from
any  noncompliance by TFTC or a FUND with its obligations  under this Agreement,
as to which TFTC and each of the FUNDS shall indemnify, hold harmless and defend
TSSG on the same basis as set forth above.

         8.  This Agreement may be terminated at any time by each of


<PAGE>



TSSG, TFTC or by any FUNDS as to itself upon 30 days written notice to TSSG. The
provisions of  paragraphs 2 and 7 shall  continue in full force and effect after
termination of this  Agreement.  Notwithstanding  the foregoing,  this Agreement
shall not require TSSG to preserve any records relating to this Agreement beyond
the time periods otherwise required by the laws to which TSSG is subject.

         9. Any other investment  company affiliated with the FUNDS may become a
party to this  Agreement by giving written notice to TSSG that it has elected to
become a party hereto and by having this Agreement executed on its behalf.

         10. TSSG understands and agrees that the obligations of each FUND under
this Agreement are not binding upon any shareholder of the FUND personally,  but
bind only each FUND and each FUND'S property; TSSG represents that it has notice
of the  provisions of the  Declaration  of Trust,  if  applicable,  of each FUND
disclaiming shareholder liability for acts or obligations of the FUNDS.

         11.  The parties agree that they are independent contractors
and not partners or co-venturers.

         12. No amendment of any provision of this Agreement  shall in any event
be effective unless the same shall be in writing and signed by both parties. Any
failure  of any party to comply  with any  obligation,  agreement  or  condition
hereunder  may only be waived in writing  by the other  party,  but such  waiver
shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.  No failure by any party to take any action against any breach of
this  Agreement of default by any other party shall  constitute a waiver of such
party's right to enforce any provision hereof or to take such action.

         13. All notices, demands and other communications hereunder shall be in
writing and shall be sent by personal  delivery or registered or certified mail,
postage  prepaid,  or by telecopier  confirmed in writing  within three business
days as follows:

                  (a) if to the FUNDS:
                        Templeton Funds Management, Inc.
                           700 Central Avenue
                           St. Petersburg, FL 33701
                           Attention: President

                  (b) if to TFTC:
                           Templeton Funds Trust Company
                           700 Central Avenue
                           St. Petersburg, FL 33701
                           Attention: President

                  (c) if to TSSG:
                      The Shareholder Services Group, Inc.
                           One Exchange Place


<PAGE>



                           Boston, Massachusetts 02109
                           Attention: President

                           With a copy to:
                      The Shareholder Services Group, Inc.
                           One Exchange Place
                           Boston, Massachusetts 02109
                           Attention: General Counsel

Any party may change its address for receiving  notices by written  notice given
to the others named above.  All notices  shall be effective  upon the earlier of
actual delivery or when deposited in the mail addressed as set forth above.

         14. This  agreement  shall be governed by and  construed in  accordance
with the law of the State of New York,  without  regard to its conflicts of laws
doctrine,  and the parties hereby consent to the jurisdiction of New York courts
over all matter relating to this Agreement and irrevocably  waive any objection,
including without  limitation,  any objection of the laying of venue or based on
the grounds of forum non  conveniens,  which they may now have or may  hereafter
have to bringing of any action or proceeding in such jurisdiction.

         IN WITNESS HEREOF,  the parties hereto have executed and delivered this
agreement as of the date first above written.

                                     THE SHAREHOLDER SERVICES GROUP, INC.

                                      By:________________________________


                                      Title:_____________________________


Templeton Funds Trust Company              Templeton Income
                                           Templeton Growth Fund, Inc.
                                           Templeton Smaller Companies Growth
                                                    Fund, Inc.
                                           Templeton Foreign Fund
                                           Templeton World Fund
                                           Templeton Real Estate Securities Fund
                                           Templeton Global Opportunities Trust
                                           Templeton Insured Tax Free Fund
                                           Templeton Value Fund, Inc.
                                           Templeton American Trust, Inc.
                                           Templeton Developing Markets Trust


By:/s/ HAROLD F. MCELRAFT         By:________________________

Print Name:  Harold F. McElraft   Print Name:________________

Title:____________________        Title:_____________________


<PAGE>






                                   EXHIBIT A

         Pursuant to the Agreement by and among the parties hereto,  TSSG shall,
upon the effective date of this Agreement, perform or cause to be performed, the
following  services,  as well as telephonic  and personal  shareholder  services
related to the following services:

         1.  Transmit to TFTC  purchase  and  redemption  order  placements  and
registration  instructions.  Collect and remit to TFTC payments for all purchase
orders placed on behalf of Broker Customers.

         2. Maintain  separate  records for each shareholder of any of the FUNDS
who hold shares of a FUND in a brokerage  account with Broker  Customers,  which
records shall  reflect  shares  purchased  and redeemed,  as well as account and
share balances.  Process  transactions versus master accounts maintained by TFTC
on behalf  of  Broker  Customers  and such  account  shall be in the name of the
Broker or its nominee as the record owner of the shares owned by such customers.

         3.  Disburse  or  credit  to  the  Broker  Customers  all  proceeds  of
redemptions of shares of the FUNDS and all dividends and other distributions not
reinvested in shares of the FUNDS.

         4.  Prepare and transmit to Broker Customers:

         (a)  Periodic  account  statements  which show the total number of FUND
shares owned by the Broker  Customer in that account as of the closing  date, as
well  as  purchases,  redemption  dividends  (cash  and  reinvested)  and  other
distributions in the account during the period covered by the statement;

         (b) Proxy materials and reports and other information  received by TSSG
or its agent from any of the FUNDS and required to be sent to shareholders under
the  federal  securities  laws,  and,  upon  request of TFTC  transmit to Broker
Customers material fund communications deemed by the FUND, through its Directors
or other similar  governing  body, to be necessary and proper for receipt by all
FUND beneficial shareholders.

         (c) Provide to TFTC, or the FUNDS,  or any of the agents  designated by
any of them,  such  information  as shall  reasonably  conclude is  necessary to
enable  any of the  FUNDS and its  distributor  to comply  with  State  Blue Sky
requirements.

         (d) All tax information  reports or statements required to be furnished
to  shareholders  of the FUNDS with respect to their FUND shares by the Internal
Revenue Code and the Regulations promulgated thereunder.

         The following fees shall be billed by TSSG monthly in arrears


<PAGE>


on a prorated basis of 1/12 of the annualized fee for all accounts that are open
during such month.

         Upon execution of this Agreement, the FUND shall pay TSSG an annualized
fee of $6.00 for each  Broker  Customer  account in the FUND that is open during
any monthly period effective March 1, 1992.







                 SHAREHOLDER SUB-ACCOUNTING SERVICES AGREEMENT

         Agreement  made as of the 1st day of May,  1991 by and between (i) each
of the investment companies listed (collectively the "Templeton Funds"), as such
Schedule may be amended from time to time;  (ii)  Templeton  Funds Trust Company
("Templeton Funds Trust Company"); (iii) Financial Data Service, Inc. ("FDS"), a
New  Jersey  corporation;  and  (iv)  Merrill  Lynch,  Pierce,  Fenner  &  Smith
Incorporated ("MLPF&S"), a Delaware corporation.

                                  WITNESSETH:

         WHEREAS,  the Templeton Funds are investment companies registered under
the Investment Company Act of 1940, as amended (the"Act"); and

         WHEREAS, Templeton Funds Trust Company, is the transfer agent, dividend
disbursing agent and shareholder servicing agent for the Templeton Funds; and

         WHEREAS, Templeton Funds and Templeton Funds Trust Company have entered
into a separate agreement pursuant to which Templeton Funds Trust Company agreed
to  arrange  for  the  performance  of  certain   administrative   services  for
shareholders  of the Templeton Funds who maintain shares of any of such Funds in
a brokerage account with MLPF&S, a broker-dealer affiliated with FDS; and

         WHEREAS,  Templeton  Funds Trust  Company  desires to retain  MLPF&S to
perform such services and MLPF&S is willing and able to furnish such services on
the terms and conditions hereinafter set forth.
         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agree, as follows:

         1. MLPF&S agrees to perform the  administrative  services and functions
specified  in  Exhibit  A  hereto  (the  "Services")  for  the  benefit  of  the
shareholders  of the Templeton Funds who maintain shares of any of such Funds in
brokerage  accounts  with  MLPF&S and whose  shares are  included  in the master
account  referred  to in  paragraph  1 of Exhibit A  (collectively,  the "MLPF&S
customers").

         2. MLPF&S  agrees that it will  maintain  and  preserve  all records as
required by law to be maintained and preserved in connection  with providing the
services,  and will  other  wise  comply  with all law,  rules  and  regulations
applicable to the services.  Upon the request of Templeton  Funds Trust Company,
MLPF&S  shall  provide  copies  of  all  the  historical   records  relating  to
transactions  involving  any  Templeton  Fund  and  MLPF&S  customers,   written
communication regarding that Fund to or from such customers and other materials,
in each case as amy  reasonably  be  requested to enable any of the Funds or its
representatives,  including without limitation its auditors, investment adviser,
Templeton  Funds Trust Company or successor  transfer agent or  distributor,  to
monitor and


<PAGE>



review the  Services,  or to comply with any request of the board of  directors,
trustees or general partners (collectively,  the "Directors") of Templeton Funds
or of a governmental body, self-regulatory organization or a shareholder. MLPF&S
agrees that it will permit Templeton Funds Trust Company, and any Templeton Fund
or their  representatives to have reasonable access to its personnel and records
in order to facilitate  the  monitoring  of the quality of the  services.  It is
understood that notwithstanding anything herein to the contrary, neither FDS nor
MLPF&S shall be required to provide the names and addresses of MLPF&S  customers
to Templeton Funds Trust Company,  any Templeton Fund of their  representatives,
unless applicable laws otherwise require.

         3.       MLPF&S may contract with or establish relationships with
FDS or other parties for the provision of services or activities of
MLPF&S required by the Agreement.

         4. Each of MLPF&S and FDS hereby  agrees to notify  promptly  Templeton
Funds Trust  Company if for any reason either of them is unable to perform fully
and promptly any of its obligations under this Agreement.

         5. Each of MLPF&S and FDS  hereby  represent  that  neither of them now
owns or holds  with power to vote any shares of the  Templeton  Funds  which are
registered  in the name of  MLPF&S  or the name of its  nominee  and  which  are
maintained in MLPF&S brokerage accounts.

         6. The provisions of the Agreement  shall in no way limit the authority
of Templeton Funds Trust Company or any Templeton Fund to take such action as it
may deem appropriate or advisable in connection with all matters relating to the
operations of such Fund and/or sale of its shares.

         7. In  consideration  of the  performance of the services by MLPF&S and
FDS,  hereunder,  each Templeton Fund severally  agrees to compensate FDS at the
rate of $6.00 annually per shareholder account which rate may change pursuant to
a written amendment to this Agreement executed by and amount the parties hereto.
Payment  shall be made monthly based upon the number of  shareholders  of a Fund
who hold shares of such Fund in a MLPF&S  brokerage  account for any part of the
subject  month.  MLPF&S  agrees  that,  notwithstanding  anything  herein to the
contrary,  it will not request any increase in its compensation  hereunder prior
to May 3, 1993.  In the event MLPF&S or FDS as it's agent where to mail any such
Fund's  proxy  materials,   reports,   prospectuses  and  other  information  to
shareholders of any Templeton Fund who are Merrill Lynch  customers  pursuant to
paragraph 4 of Exhibit A,  Templeton  Funds Trust Company or any such  Templeton
Funds  agrees  to  reimburse  MLPF&S  or FDS,  as the case by be,  for  postage,
handling fees and reasonable costs of supplies used by it in such mailings in an
amount to be determined in accordance with the rates set forth in Rule 451.90 of
the New York Stock Exchange, Inc.



<PAGE>



The accuracy of the account charges and the expenses for postage,  handling fees
and reasonable  costs of suppliers  billed  pursuant to this paragraph  shall be
certified  once each year by  independent  public  accountants of MLPF&S as of a
month selected by Templeton Funds Trust Company, such certification to be at the
expense of MLPF&S.

         8. FDS  shall  indemnify  and hold  harmless  each  Templeton  Fund and
Templeton  Funds Trust  Company,  from and against any all losses or liabilities
that any one or more of them may incur,  including without limitation reasonable
attorneys' fees, expenses and cost, arising out of or related to the performance
or  non-performance  of  MLPF&S  or  FDS  or  its  responsibilities  under  this
Agreement,  EXCLUDING,  HOWEVER,  any such claims,  suits,  loss, damage or cost
caused by,  contributed to or arising from any  noncompliance by Templeton Funds
Trust  Company or any of the  Templeton  Funds with its  obligations  under this
Agreement,  as to which  Templeton  Funds Trust Company and the Templeton  Funds
shall  indemnify,  hold  harmless and defend FDS and MLPF&S on the same basis as
set forth above.

         9. This Agreement may be terminated at any time by each of MLPF&S,  FDS
and Templeton  Funds Trust Company or by any Templeton Fund as to itself upon 30
days written  notice to FDS.  This  Agreement may also be terminated at any time
without  penalty  upon 30 days  written  notice  to FDS that a  majority  of the
Directors of any Templeton  Fund have  determined to terminate its  agreement(s)
with  Templeton  Funds Trust Company  pertaining to the service  hereunder.  The
provisions  of  paragraph 2 and 8 shall  continue in full force and effect after
the termination of this Agreement. Notwithstanding the foregoing, this Agreement
shall require MLPF&S to preserve any records  relating to this Agreement  beyond
the time period otherwise required by the laws to which MLPF&S is subject.

         10. Any other  Templeton Fund for which  Templeton  Funds Trust Company
serves as transfer  agent may become a party to this Agreement by giving written
notice to  MLPF&S or FDS that it has  elected  to become a party  hereto  and by
having this Agreement executed on its behalf.

         11. Each of MLPF&S and FDS understand and agree that the obligations of
the Templeton Funds under this Agreement are not binding upon any shareholder of
any of the Funds  personally,  but bind only each Fund and each Fund's property;
each of MLPF&S and FDS  represents  that it has notice of the  provisions of the
Declaration  of trust of each of the  Templeton  Funds  disclaiming  shareholder
liability for acts or obligations of the Fund.

         12. It is understood  and agreed that in performing  the services under
this  Agreement,  neither  MLPF&S nor FDS shall be acting as an agent for any of
the Templeton Funds.

         IN WITNESS HEREOF,  the parties hereto have executed and delivered this
Agreement as of the date first above written.


<PAGE>




MERRILL LYNCH, PIERCE, FENNER                 FINANCIAL DATA SERVICES, INC.
         & SMITH INC.


By:  /s/ HARRY P. ALLEX                        By: /s/ ROBERT C. DOAN
Print Name: Harry P. Allex                     Print Name: Robert C. Doan
Title: Sr. Vice President                      Title:  President


Templeton Funds Trust Company                  Templeton Income
                                               Templeton Growth Fund, Inc.
                                               Templeton Smaller Companies
                                                    Growth Fund
                                               Templeton Foreign Fund
                                               Templeton World Fund
                                               Templeton Real Estate Securities
                                                   Fund
                                               Templeton Global Opportunities
                                                   Trust
                                               Templeton Tax Free Insured Fund
                                               Templeton Value Fund, Inc.
                                               Templeton American Trust, Inc.


By: /s/DAN CALABRIA                            By: /s/ DAN CALABRIA
Print Name:  Dan Calabria                      Print Name:  Dan Calabria
Title: President                               Title:  Vice President





























<PAGE>



                                   EXHIBIT A

         Pursuant to the Agreement by and among the parties hereto, MLPF&S shall
perform the following services:

         1.  Maintain  separate  records  for  each  shareholder  of  any of the
Templeton  Funds who hold  shares of a Fund in a brokerage  account  with MLPF&S
("MLPF&S customers"),  which records shall reflect shares purchased and redeemed
and share  balances.  MLPF&S  customers and such account shall be in the name of
MLPF&S or its nominee as the record owner of the shares owned by such customers.

         2.       Disburse or credit to MLPF&S customers all proceeds of
redemptions of shares of the Funds and all dividends and other
distributions not reinvested in shares of the Funds.

         3. Prepare and transmit to MLPF&S customers periodic account statements
showing the total  number of shares  owned by the  customer as of the  statement
closing date, purchases and redemptions of Templeton Fund shares by the customer
during  the  period  covered  by the  statement  and  the  dividends  and  other
distributions  paid to the customer during the statement period (whether paid in
cash or reinvested in Fund shares).

         4. Transmit to MLPF&S  customers  proxy materials and reports and other
information  received by MLPF&S from any of the Templeton  Funds and required to
be sent to shareholder  under the federal  securities laws, and, upon request of
the  Fund's   transfer  agent  transmit  to  MLPF&S   customers   material  fund
communications  deemed by the fund,  through  its  Board of  Directors  or other
similar  governing  body,  to be  necessary  and proper for  receipt by all Fund
beneficial shareholders.

         5. Transmit to the Fund's transfer agent purchase and redemption orders
on behalf of Merrill Lynch customers in accordance with the commission  schedule
(front and rear end) in the Fund's then current prospectus.

         6. Provide to Templeton  Funds Trust Company,  or the Funds,  or any of
the agents  designated by any of them, such periodic  reports as Templeton Funds
Trust  Company  shall  reasonably  conclude  is  necessary  to enable any of the
Templeton Funds and its distributor to comply with State Blue Sky requirements.

         7. Prepare and transit to MLPF&S customers annually all tax information
reports or statements  required to be furnished to shareholders of the Templeton
Funds with  respect to their Fund shares by the  Internal  Revenue  Code and the
Regulations promulgated thereunder.









                          CONSENT OF INDEPENDENT AUDITORS

         We hereby consent to the use of our report dated  September 29, 1995 on
the financial  statements of Templeton Real Estate  Securities  Fund referred to
therein,  which appears in the 1995 Annual Report to  Shareholders  and which is
incorporated  herein by  reference,  in  Post-Effective  Amendment No. 10 to the
Registration  Statement  on Form  N-1A,  File No.  33-30018  as  filed  with the
Securities and Exchange Commission.

         We also consent to the  reference to our firm in the  Prospectus  under
the  caption   "Financial   Highlights"  and  in  the  Statement  of  Additional
Information under the caption "Independent Accountants".





                                           /s/ MCGLADREY & PULLEN, LLP


New York,  New York
December 16, 1995


<PAGE>




                     TEMPLETON REAL ESTATE SECURITIES FUND

                       ASSISTANT SECRETARY'S CERTIFICATE



                  The undersigned, being the duly elected Assistant Secretary of
Templeton  Real Estate  Securities  Fund, a  Massachusetts  business  trust (the
"Trust"),  hereby certifies that the following  resolution has been duly adopted
by the Trust's Board of Trustees, and that said resolution remains in effect on
the date hereof.

         RESOLVED,  that the  officers  and  directors of the Trust be, and they
         hereby  are,  authorized  in the name  and on  behalf  of the  Trust to
         execute,   or  grant  power  of  attorney  to  counsel  to  execute,  a
         Notification of Registration on Form N-8A under the Investment  Company
         Act of 1940,  and a  Registration  Statement  on Form  N-1A  under  the
         Securities Act of 1933 and the Investment Company Act of 1940, to offer
         and sell an unlimited  number of shares of  beneficial  interest of the
         Trust;  to  execute,  or grant power of attorney to counsel to execute,
         any amendments  thereto in such form as may be approved by counsel;  to
         file or authorize the filing of such  documents with the Securities and
         Exchange Commission; and to designate agents for service of process.


Dated:  December 29, 1994

                                                      /s/JEFFREY L. STEELE
                                                       Jeffrey L. Steele
                                                       Assistant Secretary







<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
TEMPLETON REAL ESTATE SECURITIES FUND AUGUST 31, 1995 ANNUAL REPORT
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 001
   <NAME> TEMPLETON REAL ESTATE SECURITIES FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-END>                               AUG-31-1995
<INVESTMENTS-AT-COST>                        131517503
<INVESTMENTS-AT-VALUE>                       131839953
<RECEIVABLES>                                  3074276
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                              5185
<TOTAL-ASSETS>                               134919414
<PAYABLE-FOR-SECURITIES>                       2173988
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       772787
<TOTAL-LIABILITIES>                            2946775
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     130997961
<SHARES-COMMON-STOCK>                          9861117<F1>
<SHARES-COMMON-PRIOR>                          9630037<F1>
<ACCUMULATED-NII-CURRENT>                      2945004
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (2292776)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        322450
<NET-ASSETS>                                 131972639
<DIVIDEND-INCOME>                              4303077
<INTEREST-INCOME>                              1678206
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 2019307
<NET-INVESTMENT-INCOME>                        3961976
<REALIZED-GAINS-CURRENT>                       2650946
<APPREC-INCREASE-CURRENT>                    (9032322)
<NET-CHANGE-FROM-OPS>                        (2419400)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (2183210)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        3107103<F1>
<NUMBER-OF-SHARES-REDEEMED>                  (3021430)<F1>
<SHARES-REINVESTED>                             145407<F1>
<NET-CHANGE-IN-ASSETS>                          428915
<ACCUMULATED-NII-PRIOR>                        1450912
<ACCUMULATED-GAINS-PRIOR>                    (2766042)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           974779
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                2019307
<AVERAGE-NET-ASSETS>                         129706657<F1>
<PER-SHARE-NAV-BEGIN>                            13.66<F1>
<PER-SHARE-NII>                                    .39<F1>
<PER-SHARE-GAIN-APPREC>                          (.64)<F1>
<PER-SHARE-DIVIDEND>                             (.21)<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                              13.20<F1>
<EXPENSE-RATIO>                                   1.55<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>EFFECTIVE MAY 1, 1995, THE FUND OFFERED TWO CLASSES OF SHARES: CLASS I
AND CLASS II SHARES. INFORMATION IS FOR CLASS I SHARES ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE
TEMPLETON REAL ESTATE SECURITIES FUND AUGUST 31, 1995 ANNUAL REPORT
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<SERIES>
   <NUMBER> 002
   <NAME> TEMPLETON REAL ESTATE SECURITIES FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-END>                               AUG-31-1995
<INVESTMENTS-AT-COST>                        131517503
<INVESTMENTS-AT-VALUE>                       131839953
<RECEIVABLES>                                  3074276
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                              5185
<TOTAL-ASSETS>                               134919414
<PAYABLE-FOR-SECURITIES>                       2173988
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       772787
<TOTAL-LIABILITIES>                            2946775
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     130997961
<SHARES-COMMON-STOCK>                           138496<F1>
<SHARES-COMMON-PRIOR>                                0<F1>
<ACCUMULATED-NII-CURRENT>                      2945004
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (2292776)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        322450
<NET-ASSETS>                                 131972639
<DIVIDEND-INCOME>                              4303077
<INTEREST-INCOME>                              1678206
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 2019307
<NET-INVESTMENT-INCOME>                        3961976
<REALIZED-GAINS-CURRENT>                       2650946
<APPREC-INCREASE-CURRENT>                    (9032322)
<NET-CHANGE-FROM-OPS>                        (2419400)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (2183210)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         139647<F1>
<NUMBER-OF-SHARES-REDEEMED>                     (1151)<F1>
<SHARES-REINVESTED>                                  0<F1>
<NET-CHANGE-IN-ASSETS>                          428915
<ACCUMULATED-NII-PRIOR>                        1450912
<ACCUMULATED-GAINS-PRIOR>                    (2766042)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           974779
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                2019307
<AVERAGE-NET-ASSETS>                            783640<F1>
<PER-SHARE-NAV-BEGIN>                            12.25<F1>
<PER-SHARE-NII>                                    .03<F1>
<PER-SHARE-GAIN-APPREC>                            .89<F1>
<PER-SHARE-DIVIDEND>                                 0<F1>
<PER-SHARE-DISTRIBUTIONS>                            0<F1>
<RETURNS-OF-CAPITAL>                                 0<F1>
<PER-SHARE-NAV-END>                              13.17<F1>
<EXPENSE-RATIO>                                   2.26<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>EFFECTIVE MAY 1, 1995 THE FUND OFFERED TWO CLASSES OF SHARES: CLASS I AND
CLASS II SHARES. INFORMATION IS FOR CLASS II SHARES ONLY.
</FN>
        

</TABLE>


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