AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of July 1, 2004, is to the Investment Advisory
Agreement made as of the 1st day of April, 1999 (the "Agreement") by and between
Mutual European Fund, a series of Franklin Mutual Series Fund Inc., a
corporation organized under the laws of the State of Maryland (the "Fund"), and
Franklin Mutual Advisers, LLC (the "Investment Adviser").
WITNESSETH:
WHEREAS, both the Investment Adviser and the Fund wish to
amend Paragraph 4 of the Agreement; and
WHEREAS, the Board of Directors of the Fund, including a majority of the
Independent Directors of the Fund present in person, approved the following
amendment at a meeting called for such purpose on June 16, 2004.
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree as follows:
The Fund agrees to pay to the Investment Adviser 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:
0.800%, up to and including $1 billion
0.770% over $1 billion, up to and including $2 billion
0.750% over $2 billion, up to and including $5 billion
0.730% over $5 billion
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
FRANKLIN MUTUAL SERIES FUND INC.
By: /S/ Xxxxxx X. Xxxxxxx
-----------------------
Xxxxxx X. Xxxxxxx
Vice President and Secretary
FRANKLIN MUTUAL ADVISERS, LLC
By: /S/ Xxxxxx X. Xxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxx
Senior Vice President and
Chief Financial Officer
