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.  We also consent to the reference to us under the
heading "Financial Highlights" in the Prospectus for Franklin
Tax-Exempt Money Fund dated December 1, 2008, which is also
included in the Registration Statement.




/s/ PricewaterhouseCoopers LLP

San Francisco, California
June 18, 2009