CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration
Statement on Form N- 14 of Franklin New York Tax-Exempt Money Fund (the
"Registration Statement") of our report dated November 19, 2008, relating to
the financial statements and financial highlights of Franklin New York
Tax-Exempt Money Fund which appear in the September 30, 2008 Annual Report to
Shareholders of Franklin New York Tax-Free Trust, which is also incorporated
by reference in such Registration Statement. We also consent to the
references to us under item 4. "Representations and Warranties by Acquiring
Fund" and under item 5. "Representations and Warranties by Target Trust on
behalf of the Target Fund" in Exhibit A to the Registration Statement.

We hereby consent to the incorporation by reference in this Registration
Statement of our report dated September 17,2008, relating to the financial
statements and financial highlights of Franklin Tax-Exempt Money Fund which
appears in the July 31,2008 Annual Report to Shareholders of Franklin
Tax-Exempt Money Fund, which is also incorporated by reference in such
Registration Statement.



/s/ PricewaterhouseCoopers LLP
San Francisco, California
May 8, 2009