AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment dated as of May 1, 2006, is to the Management
Agreement made as of the 10th day of August 2000, (the "Agreement")
by and between FRANKLIN CAPITAL GROWTH FUND (formerly known as
Franklin Growth and Income Fund), a Delaware business trust (the
"Trust") and Franklin Advisers, Inc., a California corporation, (the
"Manager").
WITNESSETH:
WHEREAS, both the Manager and the Trust wish to amend
Paragraph 4A of the Agreement; and
WHEREAS, the Board of Trustees of the Trust, including a
majority of the Independent Trustees of the Trust present in
person, approved the following amendment at a meeting on April 18,
2006.
NOW, THEREFORE, in consideration of the foregoing premises,
the parties hereto agree to amend Paragraph 4A of the Agreement to
read as follows:
A. For purposes of calculating such fee, the value of the
net assets of the Trust shall be the net assets computed as of
the close of business on the last business day of the month
preceding the month in which the payment is being made,
determined in the same manner as the Trust uses to compute the
value of its net assets in connection with the determination
of the net asset value of the Trust's shares, all as set forth
more fully in the Trust's current prospectus and statement of
additional information. The annual rate of the management fee
shall be as follows:
0.625% of the value of net assets up to and
including $100 million;
0.500% of the value of net assets over $100
million and not over $250 million;
0.450% of the value of net assets over $250
million and not over $10 billion;
0.440% of the value of net assets over $10
billion and not over $12.5 billion;
0.420% of the value of net assets over $12.5
billion and not over $15 billion; and
0.400% of the value of net assets in excess of
$15 billion.
IN WITNESS WHEREOF, this Amendment has been executed on behalf
of each party as of the date set forth above.
FRANKLIN CAPITAL GROWTH FUND
By:
/s/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
Vice President and Secretary
FRANKLIN ADVISERS, INC.
By:
/s/ XXXXX X. XXXX
Xxxxx X. Xxxx
Senior Vice President and
Chief Financial Officer
