TEMPLETON REAL ESTATE SECURITIES FUND
497, 1998-12-31
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PROSPECTUS


TEMPLETON GLOBAL REAL ESTATE FUND
CLASS A & C


INVESTMENT STRATEGY
GLOBAL GROWTH


JANUARY 1, 1999

[LOGO]

LIKE ALL MUTUAL FUND SHARES, THE SEC HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

PAGE
                                    CONTENTS

                                    THE FUND

Information about the        2      Goals and Strategies
fund you should know
before investing             3      Main Risks

                             6      Performance

                             7      Fees and Expenses

                             9      Management

                            11      Distributions and Taxes

                            12      Financial Highlights


                                    YOUR ACCOUNT

Information about           13      Choosing a Share Class
sales charges, account
transactions and            18      Buying Shares
services
                            20      Investor Services

                            23      Selling Shares

                            25      Account Policies

                            28      Questions


                                    FOR MORE INFORMATION

Where to learn more                 Back Cover
about the fund

PAGE
                                            2  TEMPLETON GLOBAL REAL ESTATE FUND


                                    The Fund

GOALS AND STRATEGIES

[TARGET GRAPHIC]

GOALS The fund's principal investment goal is long-term capital growth. Its
secondary goal is current income.

PRINCIPAL INVESTMENTS Under normal market conditions, the fund will invest
primarily in the equity and debt securities of companies located anywhere in the
world that are engaged in or related to the real estate industry or which own
significant real estate assets. At least 65% of its total assets will be
invested in these companies located in at least three countries (including the
U.S.).

A company is principally engaged in or related to the real estate industry if at
least 50% of its assets, 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, and includes real estate investment trusts ("REITs"). The fund
will not invest directly in real estate.

- --------------------------------------------------------------------------------
The fund invests primarily in a globally diversified portfolio of common stocks
of real estate companies.
- --------------------------------------------------------------------------------

Equity securities generally entitle the holder to participate in a company's
general operating results. These include common stocks and preferred stocks. The
fund also invests in American, European and Global Depositary Receipts, which
are certificates typically issued by a bank or trust company that give their
holders the right to receive securities issued by a foreign or domestic company.
Debt securities represent an obligation of the issuer to repay a loan of money
to it, and generally provide for the payment of interest. These include bonds,
notes and debentures.

The Templeton investment philosophy is "bottom-up", value-oriented, and
long-term. In choosing equity investments, the fund's manager will focus on the
market price of a company's securities relative to its evaluation of the
company's long-term earnings, asset value and cash flow potential. A company's
historical value measures, including price/earnings ratio, profit margins and
liquidation value, will also be considered.

TEMPORARY INVESTMENTS The manager may take a temporary defensive position when
it believes the markets or the economy are experiencing excessive volatility or
a prolonged general decline, or other adverse conditions exist. Under these
circumstances, the fund may be unable to pursue its investment goals, because it
may not invest or may invest less in global real estate stocks.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  3


- --------------------------------------------------------------------------------
Because the securities the fund holds fluctuate in price, the value of your
investment in the fund will go up and down. This means you could lose money over
short or even extended periods.
- --------------------------------------------------------------------------------

MAIN RISKS

[GRAPH GRAPHIC]

STOCKS While stocks have historically outperformed other asset classes over the
long term, they tend to go up and down more dramatic-ally over the shorter term.
These price movements may result from factors affecting individual companies,
industries or securities markets as a whole. Value stock prices are considered
"cheap" relative to the company's perceived value. They may not increase in
value, as anticipated by the manager, if other investors fail to recognize the
company's value and bid up the price or if they trade in markets favoring
faster-growing companies.

REAL ESTATE SECURITIES The fund is subject to the same risks that affect direct
ownership in real estate and its performance is closely tied to conditions
affecting the real estate industry. Real estate values rise and fall in response
to a variety of factors, including local, regional and national 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 and other factors
affecting supply and demand for properties. When economic growth is slowing,
demand for property decreases and prices may decline. Rising interest rates,
which drive up mortgage and financing costs, can restrain construction and
buying and selling activity and make other investments more attractive.

In addition, equity REITs may be affected by changes in the value of the
underlying property owned by the trusts, while mortgage REITs may be affected by
the quality of credit extended. Equity and mortgage REITs are dependent upon
management skill, may not be diversified and are subject to the risks of
financing projects.

FOREIGN SECURITIES Securities of companies located outside the U.S. may involve
risks that can increase the potential for losses in the fund. Investments in
Depositary Receipts also involve some or all of the following risks.

COUNTRY. General securities market movements in any country where the fund has
investments are likely to affect the value of the securities the fund owns that
trade in that country. These movements will affect the fund's share price and
fund performance.

The political, economic and social structures of some countries the fund invests
in may be less stable and more volatile than those in the U.S. The

PAGE
                                            4  TEMPLETON GLOBAL REAL ESTATE FUND


risks of investing in these countries include the possibility of the imposition
of exchange controls, currency devaluations, foreign ownership limitations,
expropriation, restrictions on removal of currency or other assets,
nationalization of assets, punitive taxes and certain custody and settlement
risks.

The fund's investments in developing or emerging markets are subject to all of
the risks of foreign investing generally, and have additional heightened risks
due to a lack of established legal, business and social frameworks to support
securities markets. Foreign securities markets, including emerging markets, may
have substantially lower trading volumes than U.S. markets, resulting in less
liquidity and more volatility than experienced in the U.S. While short-term
volatility in these markets can be disconcerting, declines in excess of 50% are
not unusual.

- --------------------------------------------------------------------------------
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency of the U.S.
government. Mutual fund shares involve investment risks, including the possible
loss of principal.
- --------------------------------------------------------------------------------

COMPANY. Foreign companies are not subject to the same disclosure, accounting,
auditing and financial reporting standards and practices as U.S. companies and
their securities may not be as liquid as securities of similar U.S. companies.
Foreign stock exchanges, trading systems, brokers and companies generally have
less government supervision and regulation than in the U.S. The fund may have
greater difficulty voting proxies, exercising shareholder rights, pursuing legal
remedies and obtaining judgments with respect to foreign investments in foreign
courts than with respect to U.S. companies in U.S. courts.

CURRENCY   Many of the fund's investments are denominated in foreign currencies.
Changes in foreign currency exchange rates will affect the value of what the
fund owns and the fund's share price. Generally, when the U.S. dollar rises in
value against a foreign currency, an investment in that country loses value
because that currency is worth fewer U.S. dollars. Devaluation of currency by a
country's government or banking authority also has a significant impact on the
value of any securities denominated in that currency.

EURO. On January 1, 1999, the European Monetary Union (EMU) plans to introduce a
new single currency, the euro, which will replace the national currency for the
eleven participating member countries. If the fund holds investments in
countries with currencies replaced by the euro, the investment process,
including trading, foreign exchange, payments, settlements, cash accounts,
custody and accounting will be impacted.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  5


Because this change to a single currency is new and untested, the establishment
of the euro may result in market volatility. For the same reason, it is not
possible to predict the impact of the euro on the business or financial
condition of European issuers which the fund may hold in its portfolio, and
their impact on the value of fund shares and fund performance. To the extent the
fund holds non-U.S. dollar (euro or other) denominated securities, it will still
be exposed to currency risk due to fluctuations in those currencies versus the
U.S. dollar.

ILLIQUID SECURITIES The fund may invest up to 10% of its total assets in
securities with a limited trading market. Such a market can result from
political or economic conditions affecting previously established securities
markets, particularly in emerging market countries.

INTEREST RATE When interest rates rise, debt security prices fall. The opposite
is also true: debt security prices go up when interest rates fall. Generally,
interest rates rise during times of inflation or a growing economy, and fall
during an economic slowdown or recession. Securities with longer maturities
usually are more sensitive to interest rate changes than securities with shorter
maturities.

CREDIT This is the possibility that an issuer will be unable to make interest
payments or repay principal. Changes in an issuer's financial strength or in a
security's credit rating may affect its value and, thus, impact the value of
fund shares.

YEAR 2000 When evaluating current and potential portfolio positions, Year 2000
is one of the factors the fund's manager considers.

The manager will rely upon public filings and other statements made by companies
about their Year 2000 readiness. Issuers in countries outside the U.S.,
particularly in emerging markets, may not be required to make the same level of
disclosure about Year 2000 readiness as is required in the U.S. The manager, of
course, cannot audit any company and its major suppliers to verify their Year
2000 readiness.

If a company in which the fund is invested is adversely affected by Year 2000
problems, it is likely that the price of its security will also be adversely
affected. A decrease in the value of one or more of the fund's portfolio
holdings will have a similar impact on the price of the fund's shares. Please
see page 10 for more information.

More detailed information about the fund, its policies and risks can be found in
the fund's Statement of Additional Information (SAI).

PAGE
                                            6  TEMPLETON GLOBAL REAL ESTATE FUND


PERFORMANCE

[ANIMALS GRAPHIC]

This bar chart and table show the volatility of the fund's returns, which is one
indicator of the risks of investing in the fund. The bar chart shows changes in
the fund's returns from year to year over the past 8 calendar years. The table
shows how the fund's average annual total returns compare to those of a
broad-based securities market index. Of course, past performance cannot predict
or guarantee future results.

CLASS A ANNUAL TOTAL RETURNS(1)

BEST QUARTER:

Q1 '91
22.06%

WORST QUARTER:

Q3 '90
- -18.31%

[BAR CHART]

<TABLE>
<S>                <C>
90                -13.08%
91                 34.41%
92                  4.15%
93                 32.98%
94                 -7.70%
95                  6.00%
96                 20.46%
97                  5.27%
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1997

<TABLE>
<CAPTION>
                                                                         SINCE
                                                                       INCEPTION
                                                  1 YEAR    5 YEARS    (9/12/89)
- --------------------------------------------------------------------------------
<S>                                               <C>       <C>        <C>
Templeton Global Real Estate Fund - Class A(2)    -0.80%      9.24%      8.00%
MSCI World Index(3)                                16.23%     15.88%     9.28%

<CAPTION>
                                                             SINCE
                                                           INCEPTION
                                                  1 YEAR    (5/1/95)
- --------------------------------------------------------------------------------
<S>                                               <C>      <C>
Templeton Global Real Estate Fund - Class C(2)     2.32%     11.24%
MSCI World Index(3)                               16.23%     15.89%
</TABLE>

(1). Figures do not reflect sales charges. If they did, returns would be lower.
As of September 30, 1998, the fund's year-to-date return was -12.74% for Class
A.

(2). Figures reflect sales charges.

All fund performance assumes reinvestment of dividends and capital gains. On
January 1, 1993, Class A implemented a Rule 12b-1 plan, which affects subsequent
performance.

(3). Source: Standard & Poor's(R) Micropal. The unmanaged MSCI World Index
tracks the performance of approximately 1,500 securities in 23 countries and is
designed to measure world stock market performance. It includes reinvested
dividends. One cannot invest directly in an index, nor is an index
representative of the fund's portfolio.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  7


FEES AND EXPENSES

[PERCENT SIGN GRAPHIC]

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund. It is based on the fund's expenses for the fiscal year ended
August 31, 1998.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
                                                    CLASS A(1)        CLASS C(1)
- --------------------------------------------------------------------------------
<S>                                                 <C>               <C>
Maximum sales charge (Load) as a
percentage of offering price                          5.75%             1.99%
 Load imposed on purchases                            5.75%             1.00%
 Maximum Deferred Sales Charge (Load)                 None(2)           0.99%(3)
Exchange fee(4)                                       None              None
</TABLE>

Please see "Choosing a Share Class" on page 13 for an explanation of how and
when these sales charges apply.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
                                                    CLASS A(1)        CLASS C(1)
- --------------------------------------------------------------------------------
<S>                                                 <C>               <C>
Management fees                                       0.75%             0.75%
Distribution and service (12b-1) fees(5)              0.25%             1.00%
Other expenses                                        0.45%             0.45%
                                                      -----             -----
Total annual fund operating expenses                  1.45%             2.20%
                                                      =====             =====
</TABLE>

1. Before January 1, 1999, Class A shares were designated Class I and Class C
shares were designated Class II.

2. A contingent deferred sales charge (CDSC) of 1% may apply to purchases of $1
million or more sold within 12 months (see page 13) and to purchases by certain
retirement plans without an initial sales charge (see page 17).

3. This is equivalent to a charge of 1% based on net asset value.

4. There is a $5 fee for each exchange by a market timer (see page 26).

5. Because of the distribution and service (12b-1) fees, over the long term you
may indirectly pay more than the equivalent of the maximum permitted initial
sales charge.

PAGE
                                            8  TEMPLETON GLOBAL REAL ESTATE FUND


EXAMPLE

This example can help you compare the cost of investing in the fund with the
cost of investing in other mutual funds.

The example assumes you invest $10,000 for the periods shown and then sell all
of your shares at the end of those periods. The example also assumes your
investment has a 5% return each year and the fund's operating expenses remain
the same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
                                    1 YEAR      3 YEARS     5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>         <C>
CLASS A                             $ 714(1)    $ 1,007     $ 1,322     $ 2,210
CLASS C                             $ 419(2)    $   781     $ 1,268     $ 2,609
</TABLE>

1. Assumes a contingent deferred sales charge (CDSC) will not apply.

2. For the same Class C investment, your costs would be $321 if you did not sell
your shares at the end of the first year. Your costs for the remaining periods
would be the same.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  9


MANAGEMENT

[BRIEFCASE GRAPHIC]

Templeton Global Advisors Limited (Global Advisors), Lyford Cay, Nassau,
Bahamas, is the fund's investment manager. Together, Global Advisors and its
affiliates manage over $216 billion in assets.

The fund's lead portfolio manager is:

JEFFREY A. EVERETT CFA, EXECUTIVE VICE PRESIDENT OF GLOBAL ADVISORS Mr. Everett
has been a manager of the fund since 1993. He joined the Franklin Templeton
Group in 1989.

The following individuals have secondary portfolio management responsibilities:

LISA F. MYERS, PORTFOLIO MANAGER OF GLOBAL ADVISORS Ms. Myers has been a manager
of the fund since 1998. She joined the Franklin Templeton Group in 1996.

RICHARD SEAN FARRINGTON CFA, VICE PRESIDENT OF GLOBAL ADVISORS Mr. Farrington
has been a manager of the fund since 1993. He joined the Franklin Templeton
Group in 1991.

The fund pays the manager a fee for managing the fund's assets and making its
investment decisions. For the fiscal year ended August 31, 1998, the fund paid
0.75% of its average daily net assets to the manager.

PAGE
                                           10  TEMPLETON GLOBAL REAL ESTATE FUND


YEAR 2000 PROBLEM The fund's business operations depend on a worldwide network
of computer systems that contain date fields, including securities trading
systems, securities transfer agent operations and stock market links. Many of
the systems currently use a two digit date field to represent the date, and
unless these systems are changed or modified, they may not be able to
distinguish the Year 1900 from the Year 2000 (commonly referred to as the Year
2000 problem). In addition, the fact that the Year 2000 is a non-standard leap
year may create difficulties for some systems.

When the Year 2000 arrives, the fund's operations could be adversely affected if
the computer systems used by the manager, its service providers and other third
parties it does business with are not Year 2000 ready. For example, the fund's
portfolio and operational areas could be impacted, including securities trade
processing, interest and dividend payments, securities pricing, shareholder
account services, reporting, custody functions and others. The fund could
experience difficulties in effecting transactions if any of its foreign
subcustodians, or if foreign broker-dealers or foreign markets are not ready for
Year 2000.

The fund's manager and its affiliated service providers are making a concerted
effort to take steps they believe are reasonably designed to address their Year
2000 problems. Of course, the fund's ability to reduce the effects of the Year
2000 problem is also very much dependent upon the efforts of third parties over
which the fund and its manager may have no control.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  11


DISTRIBUTIONS AND TAXES

[MONEY GRAPHIC]

INCOME AND CAPITAL GAINS 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. The amount of this distribution will vary and
there is no guarantee the fund will pay dividends.

To receive a distribution, you must be a shareholder on the record date. The
record date for the fund's distributions will vary. Please keep in mind that if
you invest in the fund shortly before the record date of a distribution, any
distribution will lower the value of the fund's shares by the amount of the
distribution and you will receive some of your investment back in the form of a
taxable distribution. If you would like information on upcoming record dates for
the fund's distributions, please call 1-800/DIAL BEN.

TAX CONSIDERATIONS In general, fund distributions are taxable to you as either
ordinary income or capital gains. This is true whether you reinvest your
distributions in additional shares of the fund or receive them in cash. Any
capital gains the fund distributes are taxable to you as long-term capital gains
no matter how long you have owned your shares.

Every January, you will receive a statement that shows the tax status of
distributions you received for the previous year. Distributions declared in
December but paid in January are taxable as if they were paid in December.

When you sell your shares, you may have a capital gain or loss. For tax
purposes, an exchange of your fund shares for shares of a different Franklin
Templeton Fund is the same as a sale. The individual tax rate on any gain from
the sale or exchange of your shares depends on how long you have held your
shares.

Fund distributions and gains from the sale or exchange of your shares will
generally be subject to state and local income tax. Any foreign taxes the fund
pays on its investments may be passed through to you as a foreign tax credit.
Non-U.S. investors may be subject to U.S. withholding and estate tax. You should
consult your tax advisor about federal, state, local or foreign tax consequences
of your investment in the fund.


Backup Withholding
- --------------------------------------------------------------------------------
By law, the fund must withhold 31% of your taxable distributions and proceeds if
you do not provide your correct taxpayer identification number (TIN) or certify
that your TIN is correct, or if the IRS instructs the fund to do so.
- --------------------------------------------------------------------------------

PAGE
                                           12  TEMPLETON GLOBAL REAL ESTATE FUND


FINANCIAL HIGHLIGHTS

[DOLLAR BILL GRAPHIC]

This table presents the fund's financial performance for the past
five years. This information has been audited by McGladrey & Pullen,
LLP.

<TABLE>
<CAPTION>
CLASS A                                                                    YEAR ENDED AUGUST 31,
- -----------------------------------------------------------------------------------------------------------------------
                                                      1998          1997           1996           1995(1)         1994
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>            <C>            <C>             <C>
PER SHARE DATA ($)
Net asset value, beginning of year                    16.33         13.78          13.20          13.66           12.66
                                                    -------------------------------------------------------------------
  Net investment income                                 .46           .39            .31            .39             .22
  Net realized and unrealized gains (losses)          (3.63)         2.58            .64           (.64)           1.00
                                                    -------------------------------------------------------------------
Total from investment operations                      (3.17)         2.97            .95           (.25)           1.22
                                                    -------------------------------------------------------------------
  Dividends from net investment income                 (.33)         (.42)          (.37)          (.21)           (.22)
  Distributions from net realized gains                (.05)           --             --             --              --
  In excess of net realized gains                      (.08)           --             --             --              --
                                                    -------------------------------------------------------------------
Total distributions                                    (.46)         (.42)          (.37)          (.21)           (.22)
                                                    -------------------------------------------------------------------
Net asset value, end of year                          12.70         16.33          13.78          13.20           13.66
                                                    ===================================================================
Total return (%)(2)                                  (19.94)        22.06           7.48          (1.74)           9.69

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000)                  97,823       151,777        125,875        130,149         131,544
Ratios to average net assets: (%)
  Expenses                                             1.45          1.45           1.51           1.55            1.58
  Net investment income                                2.70          2.55           2.73           3.05            1.97
Portfolio turnover rate (%)                           23.18         24.03          20.07          38.69           32.34

<CAPTION>
CLASS C
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>            <C>            <C>
PER SHARE DATA ($)
Net asset value, beginning of year                    16.16         13.67          13.17          12.25
                                                    -------------------------------------------------------------------
  Net investment income                                 .30           .31            .33            .03
  Net realized and unrealized gains (losses)          (3.57)         2.52            .52            .89
                                                    -------------------------------------------------------------------
Total from investment operations                      (3.27)         2.83            .85            .92
                                                    -------------------------------------------------------------------
  Dividends from net investment income                 (.21)         (.34)          (.35)            --
  Distributions from net realized gains                (.05)           --             --             --
  In excess of net realized gains                      (.08)           --             --             --
                                                    -------------------------------------------------------------------
Total distributions                                    (.34)         (.34)          (.35)            --
                                                    -------------------------------------------------------------------
Net asset value, end of year                          12.55         16.16          13.67          13.17
                                                    ===================================================================
Total return (%)(2)                                  (20.61)        21.12           6.69           7.51

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000)                   6,869         8,917          5,275          1,823
Ratios to average net assets: (%)
  Expenses                                             2.20          2.20           2.26           2.26(3)
  Net investment income                                1.97          1.74           2.20           1.71(3)
Portfolio turnover rate (%)                           23.18         24.03          20.07          38.69
</TABLE>

1. Figures for Class C are for the period May 1, 1995 (effective date) through
August 31, 1995.

2. Total return does not include sales charges and is not annualized.

3. Annualized.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  13


                                  Your Account

CHOOSING A SHARE CLASS

[CHECKBOX GRAPHIC]

Each class has its own sales charge and expense structure, allowing
you to choose the class that best meets your situation. Your
investment representative can help you decide.

CLASS A                                 CLASS C
- --------------------------------------------------------------------------------
- - Initial sales charge of 5.75% or      - Initial sales charge of 1%
  less

- - Deferred sales charge of 1% on        - Deferred sales charge of 1% on shares
  purchases of $1 million or more         you sell within 18 months
  sold within 12 months

- - Lower annual expenses than Class      - Higher annual expenses than Class A
  C due to lower distribution fees        due to higher distribution fees.

         Before January 1, 1999, Class A shares were designated Class I
                  and Class C shares were designated Class II.


SALES CHARGES - CLASS A

<TABLE>
<CAPTION>
                                THE SALES CHARGE MAKES UP     WHICH EQUALS THIS %
WHEN YOU INVEST THIS AMOUNT    THIS % OF THE OFFERING PRICE  OF YOUR NET INVESTMENT
- -----------------------------------------------------------------------------------
<S>                            <C>                           <C>
Under $50,000                             5.75                       6.10
$50,000 but under $100,000                4.50                       4.71
$100,000 but under $250,000               3.50                       3.63
$250,000 but under $500,000               2.50                       2.56
$500,000 but under $1 million             2.00                       2.04
</TABLE>

INVESTMENTS OF $1 MILLION OR MORE If you invest $1 million or more, either as a
lump sum or through our cumulative quantity discount or letter of intent
programs (see page 15), you can buy Class A shares without an initial sales
charge. However, there is a 1% contingent deferred sales charge (CDSC) on any
shares you sell within 12 months of purchase. The way we calculate the CDSC is
the same for each class (please see page 14).

DISTRIBUTION AND SERVICE (12b-1) FEES Class A has a distribution plan, sometimes
known as a Rule 12b-1 plan, that allows the fund to pay distribution fees of up
to 0.25% per year to those who sell and distribute Class A shares and provide
other services to shareholders. Because these fees are paid out of Class A's
assets on an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

PAGE
                                           14  TEMPLETON GLOBAL REAL ESTATE FUND

SALES CHARGES - CLASS C

<TABLE>
<CAPTION>
                               THE SALES CHARGE MAKES UP      WHICH EQUALS THIS %
WHEN YOU INVEST THIS AMOUNT   THIS % OF THE OFFERING PRICE  OF YOUR NET INVESTMENT
- ----------------------------------------------------------------------------------
<S>                           <C>                           <C>
Under $1 million                         1.00                        1.01
</TABLE>

We invest any investment of $1 million or more in Class A shares, since there is
        no initial sales charge and Class A's annual expenses are lower.

CDSC There is a 1% contingent deferred sales charge (CDSC) on any Class C shares
you sell within 18 months of purchase. The way we calculate the CDSC is the same
for each class (please see below).

DISTRIBUTION AND SERVICE (12b-1) FEES Class C has a distribution plan, sometimes
known as a Rule 12b-1 plan, that allows the fund to pay distribution and other
fees of up to 1% per year for the sale of Class C shares and for services
provided to shareholders. Because these fees are paid out of Class C's assets on
an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

CONTINGENT DEFERRED SALES CHARGE (CDSC) - CLASS A & C The CDSC for each class is
based on the current value of the shares being sold or their net asset value
when purchased, whichever is less. There is no CDSC on shares you acquire by
reinvesting your dividends.

To keep your CDSC as low as possible, each time you place a request to sell
shares we will first sell any shares in your account that are not subject to a
CDSC. If there are not enough of these to meet your request, we will sell the
shares in the order they were purchased. We will use this same method if you
exchange your shares into another Franklin Templeton Fund (please see page 21
for exchange information).

- --------------------------------------------------------------------------------
The HOLDING PERIOD FOR THE CDSC begins on the day you buy your shares. Your
shares will age one month on that same date the next month and each following
month.

For example, if you buy shares on the 18th of the month, they will age one month
on the 18th day of the next month and each following month.
- --------------------------------------------------------------------------------

SALES CHARGE REDUCTIONS AND WAIVERS If you qualify for any of the sales charge
reductions or waivers below, please let us know at the time you make your
investment to help ensure you receive the lower sales charge.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  15


QUANTITY DISCOUNTS We offer several ways for you to combine your purchases in
the Franklin Templeton Funds to take advantage of the lower sales charges for
large purchases of Class A shares.

- -     Cumulative Quantity Discount - lets you combine all of your shares in the
      Franklin Templeton Funds for purposes of calculating the sales charge. You
      may also combine the shares of your spouse, and your children or
      grandchildren, if they are under the age of 21. Certain company and
      retirement plan accounts may also be included.

- -     Letter of Intent (LOI) - expresses your intent to buy a stated dollar
      amount of shares over a 13-month period and lets you receive the same
      sales charge as if all shares had been purchased at one time. We will
      reserve a portion of your shares to cover any additional sales charge that
      may apply if you do not buy the amount stated in your LOI.

To sign up for these programs, complete the appropriate section of your account
application.

- --------------------------------------------------------------------------------
The FRANKLIN TEMPLETON FUNDS include all of the Franklin Templeton U.S.
registered mutual funds, except Franklin Valuemark Funds, Templeton Capital
Accumulator Fund, Inc., and Templeton Variable Products Series Fund.
- --------------------------------------------------------------------------------

REINSTATEMENT PRIVILEGE If you sell shares of a Franklin Templeton Fund, you may
reinvest some or all of the proceeds within 365 days without an initial sales
charge. The proceeds must be reinvested within the same share class, except
proceeds from the sale of Class B shares will be reinvested in Class A shares.

If you paid a CDSC when you sold your Class A or C shares, we will credit your
account with the amount of the CDSC paid but a new CDSC will apply. For Class B
shares reinvested in Class A, a new CDSC will not apply, although your account
will not be credited with the amount of any CDSC paid when you sold your Class B
shares.

Proceeds immediately placed in a Franklin Bank Certificate of Deposit (CD) also
may be reinvested without an initial sales charge if you reinvest them within
365 days from the date the CD matures, including any rollover.

PAGE
                                           16  TEMPLETON GLOBAL REAL ESTATE FUND


This privilege does not apply to shares you buy and sell under our exchange
program. Shares purchased with the proceeds from a money fund may be subject to
a sales charge.

WAIVERS FOR INVESTMENTS FROM CERTAIN PAYMENTS Class A shares may be purchased
without an initial sales charge or CDSC by investors who reinvest within 365
days:

- -     certain payments received under an annuity contract that offers a Franklin
      Templeton insurance fund option

- -     distributions from an existing retirement plan invested in the Franklin
      Templeton Funds

- -     dividend or capital gain distributions from a real estate investment trust
      sponsored or advised by Franklin Properties, Inc.

- -     redemption proceeds from a repurchase of Franklin Floating Rate Trust
      shares held continuously for at least 12 months

- -     redemption proceeds from Class A of any Templeton Global Strategy Fund, if
      you are a qualified investor. If you paid a CDSC when you sold your
      shares, we will credit your account with the amount of the CDSC paid but a
      new CDSC will apply.

WAIVERS FOR CERTAIN INVESTORS Class A shares also may be purchased without an
initial sales charge or CDSC by various individuals and institutions, including:

- -     certain trust companies and bank trust departments investing $1 million or
      more in assets over which they have full or shared investment discretion

- -     government entities that are prohibited from paying mutual fund sales
      charges

- -     certain unit investment trusts and their holders reinvesting trust
      distributions

- -     group annuity separate accounts offered to retirement plans

- -     employees and other associated persons or entities of Franklin Templeton
      or of certain dealers

- -     Chilean retirement plans that meet the requirements for retirement plans
      described below.

           If you think you may be eligible for a sales charge waiver,
        call your investment representative or call Shareholder Services
                     at 1-800/632-2301 for more information.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  17


CDSC WAIVERS The CDSC for each class generally will be waived:

- -     to pay account fees

- -     to make payments through systematic withdrawal plans, up to 1% monthly, 3%
      quarterly, 6% semiannually or 12% annually depending on the frequency of
      your plan

- -     for redemptions by Franklin Templeton Trust Company employee benefit plans
      or employee benefit plans serviced by ValuSelect(R)

- -     for IRA distributions due to death or disability or upon periodic
      distributions based on life expectancy

- -     to return excess contributions (and earnings, if applicable) from
      retirement plan accounts

- -     for redemptions following the death of the shareholder or beneficial owner

- -     for participant initiated distributions from employee benefit plans or
      participant initiated exchanges among investment choices in employee
      benefit plans

RETIREMENT PLANS Certain retirement plans may buy Class A shares without an
initial sales charge. To qualify, the plan must be sponsored by an employer:

- -     with at least 100 employees, or

- -     with retirement plan assets of $1 million or more, or

- -     that agrees to invest at least $500,000 in the Franklin Templeton Funds
      over a 13-month period

A CDSC may apply. Retirement plans other than SIMPLEs, SEPs, or plans that
qualify under section 401 of the Internal Revenue Code also must qualify under
our group investment program to buy Class A shares without an initial sales
charge. Any retirement plan that does not qualify to buy Class A shares without
an initial sales charge and that was a shareholder of the fund on or before
February 1, 1995, may buy Class A shares with a maximum initial sales charge of
4% (as a percentage of the offering price).

          For more information, call your investment representative or
                   Retirement Plan Services at 1-800/527-2020.

PAGE
                                           18  TEMPLETON GLOBAL REAL ESTATE FUND


GROUP INVESTMENT PROGRAM Allows established groups of 11 or more investors to
invest as a group. For sales charge purposes, the group's investments are added
together. There are certain other requirements and the group must have a purpose
other than buying fund shares at a discount.

BUYING SHARES

[PEN & PAPER GRAPHIC]

<TABLE>
<CAPTION>
MINIMUM INVESTMENTS
- ------------------------------------------------------------------------------------------
                                                                    INITIAL     ADDITIONAL
- ------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>
Regular accounts                                                     $1,000       $   50
- ------------------------------------------------------------------------------------------
UGMA/UTMA accounts                                                   $  100       $   50
- ------------------------------------------------------------------------------------------
Retirement accounts
(other than IRAs, IRA rollovers, Education IRAs or Roth IRAs)      no minimum   no minimum
- ------------------------------------------------------------------------------------------
IRAs, IRA rollovers, Education IRAs or Roth IRAs                     $  250       $   50
- ------------------------------------------------------------------------------------------
Broker-dealer sponsored wrap account programs                        $  250       $   50
- ------------------------------------------------------------------------------------------
Full-time employees, officers, trustees and directors of
Franklin Templeton entities, and their immediate family members      $  100       $   50
- ------------------------------------------------------------------------------------------
</TABLE>


PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  19

ACCOUNT APPLICATION If you are opening a new account, please complete and sign
the enclosed account application. Make sure you indicate the share class you
have chosen. If you do not indicate a class, we will invest your purchase in
Class A shares. To save time, you can sign up now for services you may want on
your account by completing the appropriate sections of the application (see the
next page).

BUYING SHARES

<TABLE>
<CAPTION>
                      OPENING AN ACCOUNT                      ADDING TO AN ACCOUNT
- ---------------------------------------------------------------------------------------------------
<S>                   <C>                                     <C>
[HANDSHAKE GRAPHIC]

THROUGH YOUR          Contact your investment                 Contact your investment
INVESTMENT            representative                          representative
REPRESENTATIVE
- ---------------------------------------------------------------------------------------------------
[ENVELOPE GRAPHIC]

BY MAIL               Make your check payable to              Make your check payable to
                      Templeton Global Real Estate Fund.      Templeton Global Real Estate Fund.
                                                              Include your account number on the
                      Mail the check and your signed          check.
                      application to Investor Services.
                                                              Fill out the deposit slip from your
                                                              account statement. If you do not
                                                              have a slip, include a note with your
                                                              name, the fund name, and your
                                                              account number.

                                                              Mail the check and deposit slip or
                                                              note to Investor Services.
- ---------------------------------------------------------------------------------------------------
[WIRE GRAPHIC]

BY WIRE               Call to receive a wire control          Call to receive a wire control number
                      number and wire instructions.           and wire instructions.
1-800/632-2301
(or 1-650/312-2000    Mail your signed application to         To make a same day wire invest-
collect)              Investor Services. Please include the   ment, please call us by 1:00 p.m.
                      wire control number or your new         pacific time and make sure your
                      account number on the application.      wire arrives by 3:00 p.m.

                      To make a same day wire invest-
                      ment, please call us by 1:00 p.m.
                      pacific time and make sure your
                      wire arrives by 3:00 p.m.
- ---------------------------------------------------------------------------------------------------
[EXCHANGE GRAPHIC]

BY EXCHANGE           Call Shareholder Services at the        Call Shareholder Services at the
                      number below, or send signed            number below or our automated
TeleFACTS(R)          written instructions. The TeleFACTS     TeleFACTS system, or send signed
1-800/247-1753        system cannot be used to open a         written instructions.
(around-the-clock     new account.
access)                                                       (Please see page 21 for information
                      (Please see page 21 for information     on exchanges.)
                      on exchanges.)
</TABLE>

   Franklin Templeton Investor Services 100 Fountain Parkway, P.O. Box 33030,
                          St. Petersburg, FL 33733-8030

                         Call toll-free: 1-800/632-2301
          (Monday through Friday 5:30 a.m. to 5:00 p.m., pacific time)

PAGE
                                           20  TEMPLETON GLOBAL REAL ESTATE FUND


INVESTOR SERVICES

[OPERATOR GRAPHIC]

AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest in
the fund by automatically transferring money from your checking or savings
account each month to buy shares. The minimum investment to open an account with
an automatic investment plan is $50 ($25 for an Education IRA). To sign up,
complete the appropriate section of your account application.

DISTRIBUTION OPTIONS You may reinvest distributions you receive from the fund in
an existing account in the same share class* of the fund or another Franklin
Templeton Fund. Initial sales charges and CDSCs will not apply if you reinvest
your distributions within 365 days. You can also have your distributions
deposited in a bank account, or mailed by check. Deposits to a bank account may
be made by electronic funds transfer.

Please indicate on your application the distribution option you have chosen,
otherwise we will reinvest your distributions in the same share class of the
fund.

* Class C shareholders may reinvest their distributions in Class A shares of any
Franklin Templeton money fund.

- --------------------------------------------------------------------------------
For Franklin Templeton Trust Company retirement plans, special forms may be
needed to receive distributions in cash. Please call 1-800/527-2020 for
information.
- --------------------------------------------------------------------------------

RETIREMENT PLANS Franklin Templeton offers a variety of retirement plans for
individuals and businesses. These plans require separate applications and their
policies and procedures may be different than those described in this
prospectus. For more information, including a free retirement plan brochure or
application, please call Retirement Plan Services at 1-800/527-2020.

TELEFACTS(R) Our TeleFACTS system offers around-the-clock access to information
about your account or any Franklin Templeton Fund. This service is available
from touch-tone phones at 1-800/247-1753. For a free TeleFACTS brochure, call
1-800/DIAL BEN.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND 21


TELEPHONE PRIVILEGES You will automatically receive telephone privileges when
you open your account, allowing you and your investment representative to sell
or exchange your shares and make certain other changes to your account by phone.

For accounts with more than one registered owner, telephone privileges also
allow the fund to accept written instructions signed by only one owner for
transactions and account changes that could otherwise be made by phone. For all
other transactions and changes, all registered owners must sign the
instructions.

As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline telephone exchange or redemption privileges on your account
application.

EXCHANGE PRIVILEGE You can exchange shares between most Franklin Templeton Funds
within the same class*, generally without paying any additional sales charges.
If you exchange shares held for less than six months, however, you may be
charged the difference between the initial sales charge of the two funds if the
difference is more than 0.25%. If you exchange shares from a money fund, a sales
charge may apply no matter how long you have held the shares.

Generally exchanges may only be made between identically registered accounts,
unless you send written instructions with a signature guarantee. Any CDSC will
continue to be calculated from the date of your initial investment and will not
be charged at the time of the exchange. The purchase price for determining a
CDSC on exchanged shares will be the price you paid for the original shares. If
you exchange shares subject to a CDSC into a Class A money fund, the time your
shares are held in the money fund will not count towards the CDSC holding
period.

*Certain Class Z shareholders of Franklin Mutual Series Fund Inc. may exchange
into Class A without any sales charge. Advisor Class shareholders of another
Franklin Templeton Fund also may exchange into Class A without any sales charge.
Advisor Class shareholders who exchange their shares for Class A shares and
later decide they would like to exchange into another fund that offers Advisor
Class may do so.

- --------------------------------------------------------------------------------
An EXCHANGE is really two transactions: a sale of one fund and the purchase of
another. In general, the same policies that apply to purchases and sales apply
to exchanges. Exchanges also have the same tax consequences as ordinary sales
and purchases.
- --------------------------------------------------------------------------------

PAGE
                                           22  TEMPLETON GLOBAL REAL ESTATE FUND


Frequent exchanges can interfere with fund management or operations and drive
up costs for all shareholders. To protect shareholders, there are limits on the
number and amount of exchanges you may make (please see "Market Timers" on page
26).

SYSTEMATIC WITHDRAWAL PLAN This plan allows you to automatically sell your
shares and receive regular payments from your account. A CDSC may apply to
withdrawals that exceed certain amounts. Certain terms and minimums apply. To
sign up, complete the appropriate section of your application.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  23


SELLING SHARES

[CERTIFICATE GRAPHIC]

You can sell your shares at any time.

SELLING SHARES IN WRITING Requests to sell $100,000 or less can generally be
made over the phone or with a simple letter. Sometimes, however, to protect you
and the fund we will need written instructions signed by all registered owners,
with a signature guarantee for each owner, if:

- -     you are selling more than $100,000 worth of shares

- -     you want your proceeds paid to someone who is not a registered owner

- -     you want to send your proceeds somewhere other than the address of record,
      or preauthorized bank or brokerage firm account

- -     you have changed the address on your account by phone within the last 15
      days

We may also require a signature guarantee on instructions we receive from an
agent, not the registered owners, or when we believe it would protect the fund
against potential claims based on the instructions received.

- --------------------------------------------------------------------------------
A signature guarantee helps protect your account against fraud. You can obtain a
signature guarantee at most banks and securities dealers.

A notary public CANNOT provide a signature guarantee.
- --------------------------------------------------------------------------------

SELLING RECENTLY PURCHASED SHARES If you sell shares recently purchased with a
check or draft, we may delay sending you the proceeds until your check or draft
has cleared, which may take seven business days or more. A certified or
cashier's check may clear in less time.

REDEMPTION PROCEEDS Your redemption check will be sent within seven days after
we receive your request in proper form. We are not able to receive or pay out
cash in the form of currency. Redemption proceeds may be delayed if we have not
yet received your signed account application.

RETIREMENT PLANS Before you can sell shares in a Franklin Templeton Trust
Company retirement plan, you may need to complete additional forms. For
participants under age 59 1/2, tax penalties may apply. Call Retirement Plan
Services at 1-800/527-2020 for details.

PAGE
                                           24  TEMPLETON GLOBAL REAL ESTATE FUND


SELLING SHARES

                        TO SELL SOME OR ALL OF YOUR SHARES
- --------------------------------------------------------------------------------
[HANDSHAKE GRAPHIC]

THROUGH YOUR            Contact your investment representative
INVESTMENT
REPRESENTATIVE
- --------------------------------------------------------------------------------
[ENVELOPE GRAPHIC]

BY MAIL                 Send written instructions and endorsed share
                        certificates (if you hold share certificates) to
                        Investor Services. Corporate, partnership or trust
                        accounts may need to send additional documents.

                        Specify the fund, the account number and the dollar
                        value or number of shares you wish to sell. Be sure to
                        include all necessary signatures and any additional
                        documents, as well as signature guarantees if required.

                        A check will be mailed to the name(s) and address on the
                        account, or otherwise according to your written
                        instructions.
- --------------------------------------------------------------------------------
[PHONE GRAPHIC]

BY PHONE                As long as your transaction is for $100,000 or less, you
                        do not hold share certificates and you have not changed
1-800/632-2301          your address by phone within the last 15 days, you can
                        sell your shares by phone.

                        A check will be mailed to the name(s) and address on the
                        account. Written instructions, with a signature
                        guarantee, are required to send the check to another
                        address or to make it payable to another person.
- --------------------------------------------------------------------------------
[WIRE GRAPHIC]

BY WIRE                 You can call or write to have redemption proceeds of
                        $1,000 or more wired to a bank or escrow account. See
                        the policies above for selling shares by mail or phone.

                        Before requesting a wire, please make sure we have your
                        bank account information on file. If we do not have this
                        information, you will need to send written instructions
                        with your bank's name and address, your bank account
                        number, the ABA routing number, and a signature
                        guarantee.

                        Requests received in proper form by 1:00 p.m. pacific
                        time will be wired the next business day.
- --------------------------------------------------------------------------------
[EXCHANGE GRAPHIC]

BY EXCHANGE             Obtain a current prospectus for the fund you are
                        considering.
TeleFACTS(R)
1-800/247-1753          Call Shareholder Services at the number below or our
(around-the-clock       automated TeleFACTS system, or send signed written
access)                 instructions. See the policies above for selling shares
                        by mail or phone.

                        If you hold share certificates, you will need to return
                        them to the fund before your exchange can be processed.
- --------------------------------------------------------------------------------

   Franklin Templeton Investor Services 100 Fountain Parkway, P.O. Box 33030,
                          St. Petersburg, FL 33733-8030
                         Call toll-free: 1-800/632-2301
          (Monday through Friday 5:30 a.m. to 5:00 p.m., pacific time)

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  25


ACCOUNT POLICIES

[PEN & PAPER GRAPHIC]

CALCULATING SHARE PRICE The fund calculates the net asset value per share (NAV)
each business day at the close of trading on the New York Stock Exchange
(normally 1:00 p.m. pacific time). Each class's NAV is calculated by dividing
its net assets by the number of its shares outstanding.

The fund's assets are generally valued at their market value. If market prices
are unavailable, or if an event occurs after the close of the trading market
that materially affects the values, assets may be valued at their fair value. If
the fund holds securities listed primarily on a foreign exchange that trades on
days when the fund is not open for business, the value of your shares may change
on days that you cannot buy or sell shares.

Requests to buy and sell shares are processed at the NAV next calculated after
we receive your request in proper form.

- --------------------------------------------------------------------------------
When you buy shares, you pay the offering price. The offering price is the NAV
plus any applicable sales charge.

When you sell shares, you receive the NAV minus any applicable contingent
deferred sales charge (CDSC).
- --------------------------------------------------------------------------------

ACCOUNTS WITH LOW BALANCES If the value of your account falls below $250 ($50
for employee and UGMA/UTMA accounts) because you sell some of your shares, we
may mail you a notice asking you to bring the account back up to its applicable
minimum investment amount. If you choose not to do so within 30 days, we may
close your account and mail the proceeds to the address of record. You will not
be charged a CDSC if your account is closed for this reason.

STATEMENTS AND REPORTS You will receive confirmations and account statements
that show your account transactions. You will also receive the fund's financial
reports every six months. To reduce fund expenses, we try to identify related
shareholders in a household and send only one copy of the financial reports. If
you need additional copies, please call 1-800/DIAL BEN.

PAGE
                                           26  TEMPLETON GLOBAL REAL ESTATE FUND


If there is a dealer or other investment representative of record on your
account, he or she will also receive confirmations, account statements and other
information about your account directly from the fund.

STREET OR NOMINEE ACCOUNTS You may transfer your shares from the street or
nominee name account of one dealer to another, as long as both dealers have an
agreement with Franklin Templeton Distributors, Inc. We will process the
transfer after we receive authorization in proper form from your delivering
securities dealer.

JOINT ACCOUNTS Unless you specify a different registration, accounts with two or
more owners are registered as "joint tenants with rights of survivorship" (shown
as "Jt Ten" on your account statement). To make any ownership changes to a joint
account, all owners must agree in writing, regardless of the law in your state.

MARKET TIMERS The fund may restrict or refuse exchanges by market timers. If
accepted, each exchange by a market timer will be charged $5. You will be
considered a market timer if you have (i) requested an exchange out of the fund
within two weeks of an earlier exchange request, or (ii) exchanged shares out of
the fund more than twice in a calendar quarter, or (iii) exchanged shares equal
to at least $5 million, or more than 1% of the fund's net assets, or (iv)
otherwise made large or frequent exchanges. Shares under common ownership or
control are combined for these limits.

ADDITIONAL POLICIES Please note that the fund maintains additional policies and
reserves certain rights, including:

- -     The fund may refuse any order to buy shares, including any purchase under
      the exchange privilege.

- -     At any time, the fund may change its investment minimums or waive or lower
      its minimums for certain purchases.

- -     The fund may modify or discontinue the exchange privilege on 60 days'
      notice.

- -     You may only buy shares of a fund eligible for sale in your state or
      jurisdiction.

- -     In unusual circumstances, we may temporarily suspend redemptions, or
      postpone the payment of proceeds, as allowed by federal securities laws.

PAGE
TEMPLETON GLOBAL REAL ESTATE FUND  27


- -     For redemptions over a certain amount, the fund reserves the right to make
      payments in securities or other assets of the fund, in the case of an
      emergency or if the payment by check would be harmful to existing
      shareholders.

- -     To permit investors to obtain the current price, dealers are responsible
      for transmitting all orders to the fund promptly.

DEALER COMPENSATION Qualifying dealers who sell fund shares may receive sales
commissions and other payments. These are paid by Franklin Templeton
Distributors, Inc. (Distributors) from sales charges, distribution and service
(12b-1) fees and its other resources.

<TABLE>
<CAPTION>
                                                           CLASS A     CLASS C
- --------------------------------------------------------------------------------
<S>                                                     <C>            <C>
COMMISSION (%)                                                 --        2.00
Investment under $50,000                                     5.00          --
$50,000 but under $100,000                                   3.75          --
$100,000 but under $250,000                                  2.80          --
$250,000 but under $500,000                                  2.00          --
$500,000 but under $1 million                                1.60          --
$1 million or more                                      up to 1.00(1)      --
12b-1 FEE TO DEALER                                          0.25        1.00(2)
</TABLE>

A dealer commission of up to 1% may be paid on Class A NAV purchases by certain
retirement plans(1) and up to 0.25% on Class A NAV purchases by certain trust
companies and bank trust departments, eligible governmental authorities, and
broker-dealers or others on behalf of clients participating in comprehensive fee
programs. For certain retirement plans that do not qualify to buy Class A shares
at NAV but that qualify to buy Class A shares with a maximum initial sales
charge of 4%, a dealer commission of 3.2% may be paid.

1. During the first year after purchase, dealers may not be eligible to receive
the 12b-1 fee.

2. Dealers may be eligible to receive up to 0.25% during the first year after
purchase and may be eligible to receive the full 12b-1 fee starting in the 13th
month.

PAGE
                                           28  TEMPLETON GLOBAL REAL ESTATE FUND


QUESTIONS

[QUESTION MARK GRAPHIC]

If you have any questions about the fund or your account, you can write to us at
100 Fountain Parkway, P.O. Box 33030, St. Petersburg, FL 33733-8030. You can
also call us at one of the following numbers. For your protection and to help
ensure we provide you with quality service, all calls may be monitored or
recorded.

<TABLE>
<CAPTION>
                                              HOURS (PACIFIC TIME,
DEPARTMENT NAME            TELEPHONE NUMBER   MONDAY THROUGH FRIDAY)
- -----------------------------------------------------------------------------------
<S>                      <C>                 <C>
Shareholder Services       1-800/ 632-2301    5:30 a.m. to 5:00 p.m.
Fund Information           1-800/ DIAL BEN    5:30 a.m. to 8:00 p.m.
                          (1-800/ 342-5236)   6:30 a.m. to 2:30 p.m. (Saturday)
Retirement Plan Services   1-800/ 527-2020    5:30 a.m. to 5:00 p.m.
Dealer Services            1-800/ 524-4040    5:30 a.m. to 5:00 p.m.
Institutional Services     1-800/ 321-8563    6:00 a.m. to 5:00 p.m.
TDD (hearing impaired)     1-800/ 851-0637    5:30 a.m. to 5:00 p.m.
</TABLE>


PAGE
FRANKLIN TEMPLETON LITERATURE REQUEST

Call 1-800/DIAL BEN(R) (1-800/342-5236) today for a free descriptive brochure
and prospectus on any of the funds listed below. The prospectus contains more
complete information, including fees, sales charges and expenses, and should be
read carefully before investing or sending money.

GLOBAL GROWTH
Franklin Global Health Care Fund
Mutual Discovery Fund
Templeton Developing Markets Trust
Templeton Foreign Fund
Templeton Foreign Smaller Companies Fund
Templeton Global Infrastructure Fund
Templeton Global Opportunities Trust
Templeton Global Real Estate Fund
Templeton Global Smaller Companies Fund
Templeton Greater European Fund
Templeton Growth Fund
Templeton Latin America Fund
Templeton Pacific Growth Fund
Templeton World Fund 

GLOBAL GROWTH AND INCOME
Franklin Global Utilities Fund
Mutual European Fund
Templeton Global Bond Fund
Templeton Growth and Income Fund

GLOBAL INCOME
Franklin Global Government Income Fund
Franklin Templeton Global Currency Fund
Franklin Templeton Hard Currency Fund
Templeton Americas Government Securities Fund

GROWTH
Franklin Biotechnology Discovery Fund
Franklin Blue Chip Fund
Franklin California Growth Fund
Franklin DynaTech Fund
Franklin Equity Fund
Franklin Gold Fund
Franklin Growth Fund
Franklin MidCap Growth Fund
Franklin Small Cap Growth Fund

GROWTH AND INCOME
Franklin Asset Allocation Fund
Franklin Balance Sheet Investment Fund*
Franklin Convertible Securities Fund
Franklin Equity Income Fund
Franklin Income Fund
Franklin MicroCap Value Fund*
Franklin Natural Resources Fund
Franklin Real Estate Securities Fund
Franklin Rising Dividends Fund
Franklin Utilities Fund
Franklin Value Fund
Mutual Beacon Fund
Mutual Financial Services Fund
Mutual Qualified Fund
Mutual Shares Fund

FUND ALLOCATOR SERIES
Franklin Templeton Conservative Target Fund
Franklin Templeton Moderate Target Fund
Franklin Templeton Growth
Target Fund

INCOME
Franklin Adjustable Rate Securities Fund
Franklin Adjustable U.S. Government Securities Fund
Franklin's AGE High Income Fund
Franklin Bond Fund
Franklin Floating Rate Trust
Franklin Investment Grade Income Fund
Franklin Short-Intermediate U.S. Government Securities Fund
Franklin Strategic Income Fund
Franklin U.S. Government Securities Fund
Franklin Money Fund

TAX-FREE INCOME
Federal Intermediate-Term Tax-Free Income Fund
Federal Tax-Free Income Fund
High Yield Tax-Free Income Fund
Insured Tax-Free Income Fund
Puerto Rico Tax-Free Income Fund
Tax-Exempt Money Fund

STATE-SPECIFIC TAX-FREE INCOME
Alabama
Arizona**
Arkansas***
California**
Colorado
Connecticut
Florida**
Georgia
Hawaii***
Indiana
Kentucky
Louisiana
Maryland
Massachusetts+
Michigan**
Minnesota+
Missouri
New Jersey
New York**
North Carolina
Ohio+
Oregon
Pennsylvania
Tennessee***
Texas
Virginia
Washington***

VARIABLE ANNUITIES++
Franklin Valuemark(R)
Franklin Templeton Valuemark Income Plus (an immediate annuity)

* These funds are now closed to new accounts, with the exception of retirement
plan accounts.

** Two or more fund options available: long-term portfolio, intermediate-term
portfolio, a portfolio of insured municipal securities, and/or a high yield
portfolio (CA) and a money market portfolio (CA and NY).

*** 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.

++ Franklin Valuemark and Franklin Templeton Valuemark Income Plus are issued by
Allianz Life Insurance Company of North America or by its wholly owned
subsidiary, Preferred Life Insurance Company of New York, and distributed by
NALAC Financial Plans, LLC. The Franklin Valuemark Funds are managed by Franklin
Advisers, Inc. and its Templeton and Franklin affiliates.


12/98

PAGE
FOR MORE INFORMATION

You can learn more about the fund in the following documents:

ANNUAL/SEMIANNUAL REPORT TO SHAREHOLDERS

Includes a discussion of recent market conditions and fund strategies, financial
statements, detailed performance information, portfolio holdings, and the
auditor's report.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

Contains more information about the fund, its investments and policies. It is
incorporated by reference (is legally a part of this prospectus).

For a free copy of the current annual/semiannual report or the SAI, please
contact your investment representative or call us at the number below.

FRANKLIN(R)TEMPLETON(R)
1-800/DIAL BEN(R) (1-800/342-5236)
TDD (Hearing Impaired) 1-800/851-0637
www.franklin-templeton.com

You can also obtain information about the fund by visiting the SEC's Public
Reference Room in Washington D.C. (phone 1-800/SEC-0330) or by sending your
request and a duplicating fee to the SEC's Public Reference Section, Washington,
DC 20549-6009. You can also visit the SEC's Internet site at http://www.sec.gov.




Investment Company Act file #811-5844                              410 P 01/99




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