ADDENDUM TO
INVESTMENT MANAGEMENT AGREEMENT
This Addendum dated January 1, 2008, is to the Investment
Management Agreement made as of May 1, 1994, as amended March 15,
2006, (the "Agreement") by and between Franklin Custodian Funds,
Inc., a Maryland corporation ("Custodian Funds"), on behalf of
FRANKLIN INCOME FUND (the "Fund"), series of the Custodian Funds,
and Franklin Advisers, Inc., a California corporation, (the
"Manager").
WHEREAS, both the Manager and the Custodian Funds wish to
revised the investment management fee schedule of the Agreement;
and
WHEREAS, the Board of Directors of the Custodian Funds,
including a majority of the Independent Directors of the
Custodian Funds present in person, approved the following
addendum at a meeting on December 3, 2007.
NOW, THEREFORE, in consideration of the foregoing premises,
the parties hereto agree as follows:
A. For purposes of calculating such fee, the value of the
net assets of the Fund 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 Fund uses to compute the
value of its net assets in connection with the determination
of the net asset value of the Fund's shares, all as set forth
more fully in the Fund'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 $7.5 billion;
0.440% of the value of net assets over $7.5
billion and not over $10 billion;
0.430% 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;
0.400% of the value of net assets over $15
billion and not over $17.5 billion;
0.380% of the value of net assets over $17.5
billion and not over $20 billion;
0.360% of the value of net assets over $20
billion and not over $35 billion;
0.355% of the value of net assets over $35
billion and not over $50 billion;
0.350% of the value of net assets over $50
billion and not over $65 billion;
0.345% of the value of net assets over $65
billion and not over $80 billion; and
0.340% of the value of net assets in excess
of $80 billion.
IN WITNESS WHEREOF, this Addendum has been executed on
behalf of each party as of the date set forth above.
FRANKLIN CUSTODIAN FUNDS, INC.
on behalf of Franklin Income Fund
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
FRANKLIN ADVISERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Investment Officer