CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We hereby consent to the incorporation by reference in the
Registration Statements on Form N-14 of Franklin New York
Intermediate-Term Tax-Free Income Fund, a portfolio of Franklin New
York Tax-Free Trust, and of Franklin Total Return Fund, a portfolio
of Franklin Investors Securities Trust, (the "Registration
Statements"), of our reports dated November 19, 2008 and December 17,
2008, respectively, relating to the financial statements and
financial highlights of Franklin New York Intermediate-Term Tax-Free
Income Fund and Franklin Total Return Fund, respectively, which
appear in the September 30, 2008 Annual Report to Shareholders of
Franklin New York Tax-Free Trust and October 31, 2008 Annual Report
of Franklin Investors Securities Trust, respectively, which are also
incorporated by reference in such Registration Statements.  We also
consent to the references to us under the heading "Financial
Highlights of the Acquiring Funds" and in item 4.2(h)
"Representations and Warranties" in the Agreement and Plan of
Reorganization which is also included in such Registration
Statements.



/s/ PricewaterhouseCoopers LLP

San Francisco, California
June 18, 2009