AMENDMENT TO
                          INVESTMENT ADVISORY AGREEMENT

      This Amendment dated as of July 1, 2006, is to the Investment Advisory
Agreement made as of the 1st day of April, 1999, as amended July 1, 2004, (the
"Agreement") by and between Mutual Discovery 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 May 11, 2006.

      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%, of the value of net assets up to and including $4 billion
     0.770% of the value of net assets over $4 billion, up to and including
     $7 billion
     0.750% of the value of net assets over $7 billion, up to and including
     $10 billion
     0.730% of the value of net assets over $10 billion, up to and including
     $13 billion
     0.710% of the value of net assets over $13 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:
                             -----------------------
                                 Steven J. Gray
                                    Secretary



                          FRANKLIN MUTUAL ADVISERS, LLC


                          By:
                             -----------------------
                               Peter A. Langerman
                                    President