Riversource Tax-Exempt Money Market Series, Inc. ▼

                      AGREEMENT AND PLAN OF REORGANIZATION

     AGREEMENT AND PLAN OF REORGANIZATION dated as of February 23, 2007 (the
"Agreement"), between Janus Investment Fund, a Massachusetts business trust with
offices at 151 Detroit Street, Denver, Colorado 80206 (the "Transferring
Trust"), on behalf of the Institutional Shares class and Service Shares class
(each, a Transferring Class") of its series, Janus Money Market Fund and Janus
Government Money Market Fund (each series of the Transferring Trust, a
"Transferring Fund"), and Janus  . . .

                      AGREEMENT AND PLAN OF REORGANIZATION

     THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this 23rd day of February, 2007, by and between Janus Investment Fund, a
Massachusetts business trust (the "Predecessor Trust"), on behalf of Janus
Institutional Cash Reserves Fund, a series of the Predecessor Trust (the
"Predecessor Fund"), Janus Adviser Series, a Delaware statutory trust (the
"Successor Trust"), on behalf of Janus Institutional Cash Management Fund, a
series of the Successor Trust (the " . . .

Effective:        June 13, 1986
Amended:          5/14/87, 1/12/89, 9/8/99, 1/11/01



                                     BY-LAWS

                                       OF

                          AXP TAX-FREE MONEY FUND, INC.




                                    ARTICLE I
                                 Corporate Seal

              The corporate seal shall bear the inscription "Seal."


                                   ARTICLE II
                             Meeting of Shareholders

        Section 1. No regular meeting of shareholders need be held, . . .

                            TRANSFER AGENCY AGREEMENT

This Agreement, dated as of May 1, 2003, is between AXP Tax-Free Money Series,
Inc. (the "Corporation"), a Minnesota corporation, on behalf of its underlying
series AXP Tax-Free Money Fund (the "Fund"), and American Express Client Service
Corporation (the "Transfer Agent"), a Minnesota corporation.

In consideration of the mutual promises set forth below, the Corporation and the
Transfer Agent agree as follows:

1.   Appointment of the Transfer  Agent.  The  Corporation  hereby  appoints the
      . . .