TEMPLETON CAPITAL ACCUMULATION PLANS
497, 2000-08-29
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oTLCAP P-1


                        SUPPLEMENT DATED AUGUST 28, 2000
                              TO THE PROSPECTUS OF
                    TEMPLETON CAPITAL ACCUMULATION PLAN, INC.
                              DATED JANUARY 1, 2000

The prospectus is amended as follows:

I. All references to Franklin Templeton Trust Company in this prospectus are
replaced with Franklin Templeton Bank & Trust.

II.  The  fourth  bullet  point in the "Plan Highlights" section on page 3 is
replaced with the following:

  You will pay a Sales Charge on each Plan investment. The amount of the Sales
  Charge may vary depending on the size of your Plan investment. The Sales
  Charge is highest during the first 12 investments of a Plan and could total as
  much as 50% of the first 12 investments.

III. The "Note" to the $100 per Month Plan example on page 8 is replaced with
the following:

  NOTE: After the first 12 investments have been made, the Sales Charges
  deducted from any subsequent monthly investment will not exceed 6.1% of your
  net investment in fund shares.

IV. The "Sales Charges" section on pages 8 and 9 is replaced with the following:

  The Sponsor receives a Sales Charge to compensate Distributors for creating
  the Plans and to pay selling expenses and commissions to Securities Dealers.
  You pay a Sales Charge on each Plan investment. The Sales Charge is highest
  during the first 12 Plan investments. For example, on a $100 per investment
  Plan, $50 is deducted from each of the first 12 investments. After that, the
  charge drops to $6.07 on each subsequent investment. Deductions decrease
  proportionally on certain larger Plans. See the tables on pages 6 and 7.

V.The third paragraph in the "Securities Dealers and Sales Charges" section on
  page 9 is replaced with the following:

  The Securities Dealer that you used to purchase your Plan has the right to
  all commissions provided they are designated as dealer of record. Your
  Securities Dealer has no obligation to transfer your Plan to another
  Securities Dealer unless its dealer's agreement with the Sponsor ends. If the
  Securities Dealer of record chooses to release your Plan to a new Securities
  Dealer firm, it must first complete, sign, and signature guarantee a release
  form that can be obtained from us. This form must be returned to and accepted
  by the Custodian or the Sponsor before any change can be made.

VI. The fourth paragraph under the "How do I terminate my Plan?" section on page
  12 is replaced with the following:

  If you choose to receive fund shares, your Plan shares will be exchanged for
  fund shares. Then, you may keep your fund shares or exchange them back for
  Plan shares or exchange them for shares of certain other Franklin Templeton
  Funds. Exchanges are more fully described in the fund's prospectus under the
  caption "May I Exchange Shares for Shares of Another Fund?" If you exchange
  your fund shares for shares of another Franklin Templeton fund, you cannot
  exchange the other fund's shares back into Templeton Capital Accumulation
  Fund or Plan shares.

Delete the penultimate sentence of the first paragraph under the "Reinstating
After Termination" section on page 12.


                Please keep this supplement for future reference.







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