RULE 24F-2 NOTICE FOR TEMPLETON CAPITAL ACCUMULATION PLANS
FILE NO. 33-37442
i. This Notice is filed on behalf of Templeton Capital
Accumulation Plans (the "Plans"), a unit investment trust of
which Franklin Templeton Distributors, Inc. is the Sponsor,
for the fiscal year ended August 31, 1995.
ii. None.
iii. None.
iv. The Plans sold 1,748,863 Plan shares during the fiscal year.
v. The Plans sold 1,748,863 Plan shares during the fiscal year
ended August 31, 1995 in reliance upon its registration of an
indefinite amount of Plan shares pursuant to Rule 24f-2 for
an actual sales price of $26,758,403. During that period,
the Plans redeemed 137,739 shares in an amount of $2,111,239.
Because this Notice is filed within 60 days of the end of the
Plans' fiscal year, the Plans' filing fee of $8,499.02 is
based upon a net sales amount of $24,647,164.*/
-
An opinion of counsel stating that the shares sold during the fiscal
year ended August 31, 1995 were legally issued, fully paid and non-assessable
accompanies this Notice.
/s/ THOMAS M. MISTELE
Franklin Templeton Distributors, Inc.
Sponsor of Templeton Capital
Accumulation Plans
Thomas M. Mistele, Vice President
October 24, 1995
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*/ $26,758,403 - $2,111,239 = $24,647,164
- -
$24,647,164 x (1/29 x 1%) = $8,499.02
<PAGE>
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
October 25, 1995
Franklin Templeton Distributors, Inc.
700 Central Avenue
St. Petersburg, Florida 33701-3628
Re: Templeton Capital Accumulation Plans
(File No. 33-37442)
Gentlemen:
Franklin Templeton Distributors, Inc., a California
corporation ("FTD"), has filed with the Securities and Exchange
Commission under the Investment Company Act of 1940 a Registration
Statement, as amended, on Form N-8B-2 (File No. 811-06197)
registering Templeton Capital Accumulation Plans as a unit
investment trust of which FTD is the Sponsor, FTD has also filed
with the Securities and Exchange Commission under the Securities
Act of 1933 a Registration Statement on Form S-6 (File No. 33-
37442), covering the registration of Templeton Capital Accumulation
Plans.
We have examined the Registration Statement for Templeton
Capital Accumulation Plans and have also examined the Custodian
Agreement dated June 1, 1993 (the "Custodian Agreement"), between
FTD and Templeton Funds Trust Company (the "Custodian") under the
terms of which Templeton Capital Accumulation Plans are issued.
Based on the foregoing, it is our opinion that FTD has validly
entered into the Custodian Agreement with the Custodian and that
the Custodian Agreement is a valid and binding agreement of FTD.
It is also our opinion that the Templeton Capital Accumulation
Plans, as executed by the Custodian and by FTD, and issued in the
manner contemplated by the Custodian Agreement and the Registration
Statement during the fiscal year ended August 31, 1995 constituted
legal, valid and binding agreements between FTD and each purchaser
of such Plans.<PAGE>
Franklin Templeton Distributors, Inc.
October 25, 1995
Page 2
We hereby consent to the filing of this opinion in connection
with the Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940 for the fiscal year ended August 31, 1995 to be filed
on behalf of Templeton Capital Accumulation Plans with the
Securities and Exchange Commission.
Sincerely,
/s/DECHERT PRICE RHOADS
Dechert Price & Rhoads
