Franklin Tax Exempt Money Fund Sample Contracts

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AGREEMENT AND DECLARATION OF TRUST OF FRANKLIN TAX-EXEMPT MONEY FUND A DELAWARE STATUTORY TRUST
Agreement and Declaration • November 27th, 2007 • Franklin Tax Exempt Money Fund • Delaware
MASTER CUSTODY AGREEMENT EXHIBIT A
Master Custody Agreement • November 25th, 2009 • Franklin Tax Exempt Money Fund

Franklin Managed Trust Delaware Statutory Franklin Rising Dividends Fund Trust Franklin Money Fund Delaware Statutory Trust

MASTER CUSTODY AGREEMENT
Master Custody Agreement • November 28th, 2011 • Franklin Tax Exempt Money Fund

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

Franklin Tax-Exempt Money Fund One Franklin Parkway San Mateo, California 94403-1906
Franklin Tax Exempt Money Fund • November 28th, 2011 • California

We, Franklin Tax-Exempt Money Fund, (the “Fund”), are a Delaware statutory trust operating as an open-end management investment company or “mutual fund”, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.

FORM OF Selling Agreement May 1, 2010
Selling Agreement • September 30th, 2010 • Franklin Tax Exempt Money Fund • California

Franklin Templeton Distributors, Inc. (“we” or “us”) invites you to participate in the distribution of shares of the Franklin Templeton investment companies (the “Funds”) for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement. This Agreement supersedes any prior dealer or selling agreements between us, as stated in Section 21, below.

AMENDED AND RESTATED SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • November 27th, 2012 • Franklin Tax Exempt Money Fund • California

This Subcontract, dated as of February 28, 2012, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”) and amends and restates the prior Subcontract for Fund Administrative Services between the parties dated as of March 1, 2008.

WITNESSETH:
Agreement • September 29th, 1995 • Franklin Tax Exempt Money Fund
AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • November 29th, 2005 • Franklin Tax Exempt Money Fund • California
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • October 7th, 2009 • Franklin Tax Exempt Money Fund • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”), is made as of this 26th day of August, 2009, by and between Franklin Tax-Exempt Money Fund, a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, CA 94403-1906 (“Acquiring Fund”), and Franklin New York Tax-Free Trust, a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, CA 94403-1906 (“Target Trust”), on behalf of its series, Franklin New York Tax-Exempt Money Fund (“Target Fund”).

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August 26, 2009
Franklin Tax Exempt Money Fund • October 7th, 2009

You have requested our opinion concerning certain federal income tax consequences of the reorganization of the Acquiring Fund (the “Reorganization”), which will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the property, assets, and goodwill of the Acquired Fund in exchange solely for full and fractional shares of beneficial interest, with no par value, of the Acquiring Fund (“Acquiring Fund Shares”), which are voting securities; (ii) the distribution of full and fractional shares of the Acquiring Fund Shares equal in number to the number of full and fractional shares of beneficial interest, with no par value, of the Acquired Fund (“Acquired Fund Shares”) outstanding at the time of calculation of Acquired Fund’s net asset value on the Closing Date of the Reorganization in complete liquidation of the Acquired Fund; and (iii) the dissolution of the Acquired Fund as soon as practicable after the Closing Date, all upon and subject to the terms and conditions

Revised as of 11/2/06 MASTER CUSTODY AGREEMENT EXHIBIT A The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.
Franklin Tax Exempt Money Fund • November 27th, 2006

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

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