0001379491-11-001124 Sample Contracts

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

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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.

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