ADDENDUM TO
INVESTMENT MANAGEMENT AGREEMENT
This Addendum dated January 1, 2008, is to the Investment
Management Agreement made as of December 1, 2007, (the
"Agreement") by and between FRANKLIN TAX-EXEMPT MONEY FUND, a
Delaware statutory trust (the "Fund"), and Franklin Advisers,
Inc., a California corporation, (the "Adviser").
WHEREAS, both the Adviser and the Fund wish to revised the
investment management fee schedule of the Agreement; and
WHEREAS, the Board of Trustees of the Fund, including a
majority of the Independent Trustees of the Fund 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; and
0.360% of the value of net assets in excess of $20
billion.
IN WITNESS WHEREOF, this Addendum has been executed on behalf
of each party as of the date set forth above.
FRANKLIN TAX-EXEMPT MONEY FUND
By: /s/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
Title: Vice President and Secretary
FRANKLIN ADVISERS, INC.
By: /s/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
Title: President and Chief Investment Officer
