RULE 24F-2 NOTICE FOR TEMPLETON CAPITAL ACCUMULATOR FUND, INC.
FILE NO. 33-37338
i. This Notice is filed on behalf of Templeton Capital
Accumulator Fund, Inc. (the "Fund") for the fiscal year
ended August 31, 1995.
ii. None.
iii. None.
iv. The Fund sold 1,748,863 shares of its common stock
during the fiscal year.
v. The Fund sold 1,748,863 shares during the fiscal year
ended August 31, 1995 in reliance upon its registration
of an indefinite amount of shares pursuant to Rule
24f-2 for an actual sales price of $26,758,403. During
that period, the Fund redeemed 137,739 shares in an
amount of $2,111,239. Because this Notice is filed
within 60 days of the end of the Fund's fiscal year,
the Fund's filing fee of $8,499.02 is based upon a net
sales amount of $24,647,164.*/
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An opinion of counsel stating that the shares sold during
fiscal year ended August 31, 1995 were legally issued, fully paid and
non-assessable accompanies this Notice.
/s/ JAMES R. BAIO
Templeton Capital Accumulator
Fund, Inc.
James R. Baio, Treasurer
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
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
October 25, 1995
Templeton Capital Accumulator Fund, Inc.
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Templeton Capital Accumulator Fund, Inc.
(the "Fund") during the fiscal year ended August 31, 1995, we are
familiar with the registration of the Fund under the Investment
Company Act of 1940 (File No. 811-06198) and with the registration
statement relating to its shares of common stock (the "Shares")
under the Securities Act of 1933 (File No. 33-37338). We have also
examined such other corporate records, agreements, documents and
instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the
1,748,863 Shares sold and delivered by the Fund against receipt of
the net asset value of the Shares during the Fund's fiscal year
ended August 31, 1995 were duly and validly authorized, legally and
validly issued, fully paid, and non-assessable.
We 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 the Fund with the Securities and Exchange Commission.
Sincerely,
/s/DECHERT PRICE & RHOADS
Dechert Price & Rhoads
