AMENDMENT TO
MANAGEMENT AGREEMENT
This Amendment dated as of May 1, 2005, is to the Management Agreement
made as of the 1st day of December, 1986, as amended August 1, 1995, (the
"Agreement") by and between FRANKLIN TAX-EXEMPT MONEY FUND, a California
corporation (the "Fund") and Franklin Advisers, Inc., a California corporation,
(the "Manager").
WITNESSETH:
WHEREAS, both the Manager and the Fund wish to amend Paragraph 4A 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 on April 19, 2005.
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 Fund shall be 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 Fund shares, all as set forth more full in the
Fund's current prospectus and statement of additional information. The
rate of the daily management fee shall be as follows:
1/584 of 1% (0.625% annually) of the value of net assets up to and
including $100,000,000; and 1/730 of 1% (0.500% annually) of the
value of net assets over $100,000,000 and not over $250,000,000; and
9/7,300 of 1% (0.450% annually) of the value of net assets over
$250,000,000; and not over $10 billion; and 11/9,125 of 1% (0.440%
annually) of the value of net assets over $10 billion and not over
$12.5 billion; and 21/18,250 of 1% (0.420% annually) of the value of
net assets over $12.5 billion and not over $15 billion; and 2/1,825
of 1% (0.400% annually) of the value of net assets over $15 billion
and not over $17.5 billion 19/18,250 of 1% (0.380% annually) of the
value of net assets over from $17.5 billion and not over $20 billion;
and 9/9,125 of 1% (0.360% annually) of the value of net assets in
excess of $20 billion.
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
FRANKLIN TAX-EXEMPT MONEY FUND
By:/s/XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Vice President and Secretary
FRANKLIN ADVISERS, INC.
By:/s/XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
President
