AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
This Amendment dated as of June 1, 2004, is to the Investment
Management Agreement made as of the 30th day of October, 1992 and amended and
restated as of the 6th day of December, 1994, the 25th day of May, 1995 and 1st
day of January, 2001 (the "Agreement") by and between Xxxxxxxxx Investment
Counsel, LLC, a U.S. registered investment adviser and a Delaware limited
liability company (the "Manager"), and Templeton Capital Accumulator Fund (the
"Fund").
WITNESSETH:
WHEREAS, both the Manager and the Fund wish to amend Paragraph 4 of the
Agreement; and
WHEREAS, the Board of Trustees of the Fund, including a majority of the
Independent Trustees of the Fund present in person, approved the following
amendment at a meeting called for such purpose on May 13, 2004.
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree as follows:
The Fund agrees to pay to the Manager a monthly fee in dollars, at the
annual rate of the Fund's daily net assets, as listed below, payable at the end
of each calendar month:
0.75%, up to and including $1 billion
0.73% over $1 billion, up to and including $5 billion
0.71% over $5 billion, up to and including $10 billion
0.69% over $10 billion, up to and including $15 billion
0.67% over $15 billion, up to and including $20 billion
0.65% over $20 billion
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
XXXXXXXXX INVESTMENT COUNSEL, LLC
By:/s/Xxxxxxx X. XxXxxxx
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Xxxxxxx X. XxXxxxx
Executive Vice President
TEMPLETON CAPITAL ACCUMULATOR FUND
By:/s/Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President and Assistant Secretary
