AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment dated as of April 1, 2006, is to the Management Agreement
made as of the 15th day of April 1987, (the "Agreement") by and between Franklin
Investors Securities Trust, a Massachusetts business trust (the "Trust"), on
behalf of FRANKLIN CONVERTIBLE SECURITIES FUND AND FRANKLIN EQUITY INCOME FUND
(the "Funds"), series of 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 February 28, 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 each 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 each Fund uses to
compute the value of its net assets in connection with the determination of
the net asset value of each Funds' 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 payable by each Fund 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;
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; and
0.350% of the value of net assets in excess of $50
billion.
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
FRANKLIN INVESTORS SECURITIES TRUST on behalf of Franklin Convertible Securities
Fund and Franklin Equity Income Fund
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Vice President and Secretary
FRANKLIN ADVISERS, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Senior Vice President and
Chief Financial Officer
