UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-04267 --------- INSTITUTIONAL FIDUCIARY TRUST ----------------------------- (Exact name of registrant as specified in charter) ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906 ----------------------------------------------- (Address of principal executive offices) (Zip code) CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906 ------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 650 312-2000 ------------- Date of fiscal year end: 6/30 ---- Date of reporting period: 6/30/06 ------- ITEM 1. REPORTS TO STOCKHOLDERS. [GRAPHIC OMITTED] - -------------------------------------------------------------------------------- JUNE 30, 2006 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ANNUAL REPORT - -------------------------------------------------------------------------------- FRANKLIN CASH RESERVES FUND - -------------------------------------------------------------------------------- [LOGO](R) FRANKLIN TEMPLETON INVESTMENTS FRANKLIN o Templeton o Mutual Series Contents ANNUAL REPORT Franklin Cash Reserves Fund ................................................ 1 Performance Summary ........................................................ 2 Your Fund's Expenses ....................................................... 4 Financial Highlights & Statement of Investments ............................ 6 Financial Statements ....................................................... 8 Notes to Financial Statements .............................................. 11 Report of Independent Registered Public Accounting Firm .................... 16 Tax Designation ............................................................ 17 Board Members and Officers ................................................. 18 The Money Market Portfolios ................................................ 23 Shareholder Information .................................................... 43 Annual Report Franklin Cash Reserves Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Cash Reserves Fund seeks to provide as high a level of current income as is consistent with liquidity and preservation of capital. The Fund invests all of its assets in the shares of The Money Market Portfolio (the Portfolio), which has the same investment goal. The Portfolio, in turn, invests mainly in high-quality, short-term U.S. dollar denominated money market securities of domestic and foreign issuers. The Fund attempts to maintain a stable $1.00 share price. - -------------------------------------------------------------------------------- PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN WILL FLUCTUATE. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE CALL 1=800/342=5236 FOR MOST RECENT MONTH-END PERFORMANCE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR INSTITUTION. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. - -------------------------------------------------------------------------------- We are pleased to bring you Franklin Cash Reserves Fund's annual report for the fiscal year ended June 30, 2006. PERFORMANCE OVERVIEW Rising short-term interest rates during the year under review resulted in an increase in the Fund's yield. In this environment, the Fund's seven-day effective yield rose from 2.34% on June 30, 2005, to 4.36% on June 30, 2006. ECONOMIC AND MARKET OVERVIEW The U.S. economy continued to grow at a healthy pace during the year under review, although the second quarter's pace slowed to an estimated annualized THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 7. - -------------------------------------------------------------------------------- ------------------------------------------------------- NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE ------------------------------------------------------- Annual Report | 1 PORTFOLIO BREAKDOWN 6/30/06 - -------------------------------------------------------------------------------- % OF TOTAL INVESTMENTS - -------------------------------------------------------------------------------- Certificates of Deposit 52.2% - -------------------------------------------------------------------------------- Commercial Paper 44.7% - -------------------------------------------------------------------------------- Repurchase Agreements 3.0% - -------------------------------------------------------------------------------- U.S. Government Agency Securities 0.1% - -------------------------------------------------------------------------------- PERFORMANCE SUMMARY Symbol: INRXX 6/30/06 - -------------------------------------------------------------------------------- Seven-day effective yield* 4.36% - -------------------------------------------------------------------------------- Seven-day annualized yield 4.27% - -------------------------------------------------------------------------------- * THE SEVEN-DAY EFFECTIVE YIELD ASSUMES COMPOUNDING OF DAILY DIVIDENDS. ANNUALIZED AND EFFECTIVE YIELDS ARE FOR THE SEVEN-DAY PERIOD ENDED 6/30/06. THE FUND'S AVERAGE WEIGHTED MATURITY WAS 26 DAYS. YIELD REFLECTS FUND EXPENSES AND FLUCTUATIONS IN INTEREST RATES ON PORTFOLIO INVESTMENTS. FRANKLIN ADVISERS, INC., THE FUND'S ADMINISTRATOR AND MANAGER OF THE UNDERLYING PORTFOLIO, AGREED IN ADVANCE TO WAIVE A PORTION OF ITS MANAGEMENT FEES AND MAKE PAYMENTS TO LIMIT OTHER EXPENSES. IF THE MANAGER HAD NOT TAKEN THIS ACTION, THE FUND'S ANNUALIZED AND EFFECTIVE YIELDS FOR THE PERIOD WOULD HAVE BEEN 4.27% AND 4.36%. THIS ARRANGEMENT MAY BE DISCONTINUED AT ANY TIME UPON NOTICE TO THE FUND'S BOARD OF TRUSTEES. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN WILL FLUCTUATE. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. 2.5% rate from the first quarter's 5.6% annualized rate. Overall, several factors contributed to real growth. During the reporting period, the labor markets continued to improve, indicated by nonfarm payroll data and the unemployment rate. Rising personal income also helped support consumer spending increases. Finally, business spending and productivity also rose during the reporting period. Double-digit profit growth provided companies with strong revenues, and ample cash helped some companies to support their capital spending. Oil prices reached a historical high during the year, which contributed to the rise in headline, or overall, inflation. Core inflation, which excludes food and energy costs, remained more contained but nonetheless began to experience some upward pressure. For example, while June's headline Consumer Price Index (CPI) reported a 12-month rise of 4.3%, core CPI increased 2.6%. 1 Several times during the period the Federal Reserve Board acknowledged the economy's strength as well as the potential inflationary pressure from high energy prices. By period-end it had raised the federal funds target rate to 5.25% and indicated its next moves would be highly dependent on forthcoming economic data. The 10-year Treasury note yield rose from 3.94% at the beginning of the period to 5.15% on June 30, 2006, as some inflationary concerns began to affect intermediate- and long-maturity Treasuries. INVESTMENT STRATEGY Consistent with our strategy, we invest, through the Portfolio, mainly in high-quality, short-term U.S. dollar denominated money market securities of domestic and foreign issuers, including bank obligations, commercial paper, repurchase agreements and U.S. government securities. We maintain a dollar-weighted average portfolio maturity of 90 days or less. We seek to provide shareholders with a high-quality, conservative investment vehicle; thus, we do not invest the Fund's cash in derivatives or other potentially volatile securities that we believe involve undue risk. 1. Source: Bureau of Labor Statistics. 2 | Annual Report Manager's Discussion We continued to invest the Portfolio's assets in high-quality money market securities. For example, on June 30, 2006, 100% of the securities purchased for the Portfolio carried short-term credit ratings of A-1 or P-1, or higher, by independent credit rating agency Standard & Poor's or Moody's Investors Service.2 We appreciate your support, welcome new shareholders and look forward to serving your investment needs in the years ahead. 2. These do not indicate ratings of the Fund. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2006, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Annual Report | 3 Your Fund's Expenses As a Fund shareholder, you can incur two types of costs: o Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and o Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) of the table below provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 x $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) of the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the Fund's actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 4 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. - ------------------------------------------------------------------------------------------------------------------- BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING CLASS A VALUE 1/1/06 VALUE 6/30/06 PERIOD* 1/1/06-6/30/06 - ------------------------------------------------------------------------------------------------------------------- Actual $1,000 $1,019.80 $4.16 - ------------------------------------------------------------------------------------------------------------------- Hypothetical (5% return before expenses) $1,000 $1,020.67 $4.16 - ------------------------------------------------------------------------------------------------------------------- * EXPENSES ARE EQUAL TO THE ANNUALIZED EXPENSE RATIO, NET OF EXPENSE WAIVERS, OF 0.83%, WHICH INCLUDES THE NET EXPENSES INCURRED BY THE PORTFOLIO, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY 181/365 TO REFLECT THE ONE-HALF YEAR PERIOD. Annual Report | 5 Institutional Fiduciary Trust FINANCIAL HIGHLIGHTS FRANKLIN CASH RESERVES FUND -------------------------------------------------------- YEAR ENDED JUNE 30, 2006 2005 2004 2003 2002 -------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 -------------------------------------------------------- Income from investment operations - net investment income 0.034 0.013 0.002 0.007 0.018 Less distributions from net investment income ........... (0.034) (0.013) (0.002) (0.007) (0.018) -------------------------------------------------------- Net asset value, end of year ............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======================================================== Total return ............................................ 3.49% 1.36% 0.21% 0.70% 1.85% RATIOS/SUPPLEMENTAL DATA Net assets, end of year (000's) ......................... $142,192 $190,179 $196,808 $231,196 $180,909 Ratios to average net assets: Expenses before waiver and payments by affiliate a .... 0.84% 0.98% 1.06% 0.96% 0.94% Expenses net of waiver and payments by affiliate a .... 0.81% 0.85% 0.85% 0.88% 0.93% Net investment income ................................. 3.35% 1.34% 0.23% 0.66% 1.80% a The expense ratio includes the Fund's share of the Portfolio's allocated expenses. 6 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 - -------------------------------------------------------------------------------- FRANKLIN CASH RESERVES FUND SHARES VALUE - -------------------------------------------------------------------------------- MUTUAL FUND (COST $142,719,536) 100.4% a The Money Market Portfolio, 5.12% (Note 1) .... 142,719,536 $ 142,719,536 OTHER ASSETS, LESS LIABILITIES (0.4)% ......... (527,335) ------------- NET ASSETS 100.0% ............................. $ 142,192,201 ============= a The rate shown is the annualized seven-day yield at period end. Annual Report | See notes to financial statements. | 7 Institutional Fiduciary Trust FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES June 30, 2006 ------------- FRANKLIN CASH RESERVES FUND ------------- Assets: Investments in Portfolio, at value and cost (Note 1) ......... $142,719,536 Receivables from capital shares sold ......................... 235,589 ------------ Total assets ............................................ 142,955,125 ------------ Liabilities: Payables: Capital shares redeemed ..................................... 514,840 Affiliates .................................................. 193,273 Distributions to shareholders ............................... 2,491 Accrued expenses and other liabilities ....................... 52,320 ------------ Total liabilities ....................................... 762,924 ------------ Net assets, at value ................................... $142,192,201 ============ Net assets consist of paid-in capital ......................... $142,192,201 ============ Shares outstanding ............................................ 142,192,201 ============ Net asset value per share ..................................... $ 1.00 ============ 8 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the year ended June 30, 2006 ------------- FRANKLIN CASH RESERVES FUND ------------- Investment income: Dividends from Portfolio ..................................... $ 6,431,460 ------------- Expenses: Administrative fees (Note 3a) ................................ 401,411 Distribution fees (Note 3b) .................................. 341,022 Transfer agent fees (Note 3c) ................................ 261,560 Reports to shareholders ...................................... 42,220 Registration and filing fees ................................. 17,410 Professional fees ............................................ 26,328 Trustees' fees and expenses .................................. 2,171 Other ........................................................ 5,984 ------------- Total expenses .......................................... 1,098,106 Expenses waived/paid by affiliates (Note 3d) ............ (42,845) ------------- Net expenses ........................................... 1,055,261 ------------- Net investment income ................................. 5,376,199 ------------- Net increase (decrease) in net assets resulting from operations $ 5,376,199 ============= Annual Report | See notes to financial statements. | 9 Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS ----------------------------- FRANKLIN CASH RESERVES FUND ----------------------------- YEAR ENDED JUNE 30, 2006 2005 ----------------------------- Increase (decrease) in net assets: Net investment income ........................................................................ $ 5,376,199 $ 2,523,757 Distributions to shareholders from net investment income ..................................... (5,376,199) (2,523,757) Capital share transactions (Note 2) .......................................................... (47,987,093) (6,628,506) ----------------------------- Net increase (decrease) in net assets ................................................... (47,987,093) (6,628,506) Net assets (there is no undistributed net investment income at the beginning or end of period): Beginning of year ............................................................................ 190,179,294 196,807,800 ----------------------------- End of year .................................................................................. $ 142,192,201 $ 190,179,294 ============================= 10 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS FRANKLIN CASH RESERVES FUND 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Institutional Fiduciary Trust (the Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end investment company, consisting of four separate series. The Franklin Cash Reserves Fund (the Fund) included in this report is diversified. The financial statements of the remaining funds in the series are presented separately. The Fund invests substantially all of its assets in The Money Market Portfolio (the Portfolio), which is registered under the 1940 Act as a diversified, open-end investment company. The accounting policies of the Portfolio, including the Portfolio's security valuation policies, will directly affect the recorded value of the Fund's investment in the Portfolio. The financial statements of the Portfolio, including the Statement of Investments, are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. The following summarizes the Fund's significant accounting policies. A. SECURITY VALUATION The Fund holds Portfolio shares that are valued at its proportionate interest in the closing net asset value of the Portfolio. As of June 30, 2006, the Fund owns 2.86% of the Portfolio. B. INCOME TAXES No provision has been made for U.S. income taxes because the Fund intends to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. C. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Income and estimated expenses are accrued daily. Dividends from net investment income received from the Portfolio are normally declared daily and distributed monthly. Distributions to shareholders are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with generally accepted accounting principles. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. Annual Report | 11 Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) FRANKLIN CASH RESERVES FUND 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. E. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2006, there were an unlimited number of shares authorized (no par value). Transactions in the Fund's shares at $1.00 per share were as follows: ----------------------------- Year Ended June 30, 2006 2005 ----------------------------- Shares sold .................................... $ 122,263,231 $ 144,098,196 Shares issued in reinvestment of distributions . 5,367,649 2,520,175 Shares redeemed ................................ (175,617,973) (153,246,877) ----------------------------- Net increase (decrease) ........................ $ (47,987,093) $ (6,628,506) ============================= 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the Portfolio and of the following subsidiaries: - --------------------------------------------------------------------------------------------- SUBSIDIARY AFFILIATION - --------------------------------------------------------------------------------------------- Franklin Advisers, Inc. (Advisers) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent 12 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) FRANKLIN CASH RESERVES FUND 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) A. ADMINISTRATIVE FEES The Fund pays an administrative fee to Advisers of 0.25% per year of the average daily net assets of the Fund. B. DISTRIBUTION FEES The Fund's Board of Trustees has adopted a reimbursement distribution plan pursuant to Rule 12b-1 under the 1940 Act, under which the Fund reimburses Distributors for costs incurred in connection with the sale and distribution of the Fund's shares up to 0.25% per year of its average daily net assets. Costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. C. TRANSFER AGENT FEES The Fund paid transfer agent fees of $261,560, of which $230,667 was retained by Investor Services. D. VOLUNTARY WAIVER AND EXPENSE REIMBURSEMENTS Advisers agreed in advance to voluntarily waive a portion of administrative fees. Total expenses waived by Advisers are not subject to reimbursement by the Fund subsequent to the Fund's fiscal year end. 4. INCOME TAXES The tax character of distributions paid during the years ended June 30, 2006 and 2005, was as follows: ----------------------- 2006 2005 ----------------------- Distributions paid from ordinary income.......... $5,376,199 $2,523,757 ======================= At June 30, 2006, the cost of investments and undistributed ordinary income for income tax purposes were as follows: Cost of investments............................................. $142,719,536 ============ Undistributed ordinary income................................... $ 2,491 ============ Annual Report | 13 Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) FRANKLIN CASH RESERVES FUND 5. REGULATORY MATTERS As part of various investigations by a number of federal, state, and foreign regulators and governmental entities, relating to certain practices in the mutual fund industry, including late trading, market timing and marketing support payments to securities dealers who sell fund shares, Franklin Resources, Inc. and certain of its subsidiaries (collectively, the "Company"), entered into settlements with certain of those regulators. Specifically, the Company entered into settlements with the Securities and Exchange Commission ("SEC") concerning market timing (the "August 2, 2004 SEC Order") and marketing support payments to securities dealers who sell fund shares (the "December 13, 2004 SEC Order") and with the California Attorney General's Office ("CAGO") concerning marketing support payments to securities dealers who sell fund shares (the "CAGO Settlement"). Under the terms of the settlements with the SEC and the CAGO, the Company retained an Independent Distribution Consultant ("IDC") to develop separate plans for the distribution of the respective settlement monies. The CAGO approved the distribution plan pertaining to the distribution of the monies owed under the CAGO settlement agreement, and in March 2005, the disbursement of monies to the relevant funds in accordance with the terms and conditions of that settlement was completed. The Trust did not participate in the CAGO Settlement. On June 23, 2006, the SEC approved the IDC's proposed plan of distribution arising from the December 13, 2004 SEC Order and disbursement of the settlement monies to the designated funds in accordance with the terms and conditions of the SEC's order and the plan will be completed in August, 2006. The Trust did not participate in the December 13, 2004 SEC Order. The IDC has also completed a proposed Plan of Distribution under the August 2, 2004 SEC Order resolving the SEC's market timing investigation and has submitted that plan to the SEC staff, where it is under review. The SEC has announced the following expected schedule with respect to the market timing Plan of Distribution: "The SEC anticipates that Notice of the Plan will be published on or after September 15, 2006. After publication and comment, the proposed Distribution Plan will be submitted to the SEC for approval. When the SEC approves the proposed Distribution Plan, with modifications as appropriate, distributions will begin pursuant to that Plan. The SEC anticipates the distribution will begin in the fall of 2006." In addition, the Company, as well as most of the mutual funds within Franklin Templeton Investments and certain current or former officers, directors, and/or employees, have been named in private lawsuits (styled as shareholder class actions, or as derivative actions on behalf of either the named funds or Franklin Resources, Inc.) relating to the industry practices referenced above, as well as to allegedly excessive advisory fees, commissions, and/or 12b-1 fees. The lawsuits were filed in different courts throughout the country. Many of those suits are now pending in a multi-district litigation in the United States District Court for the District of Maryland. 14 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) FRANKLIN CASH RESERVES FUND 5. REGULATORY MATTERS (CONTINUED) The Company and fund management strongly believe that the claims made in each of the private lawsuits referenced above are without merit and intend to defend against them vigorously. The Company cannot predict with certainty the eventual outcome of these lawsuits, nor whether they will have a material negative impact on the Company. If it is determined that the Company bears responsibility for any unlawful or inappropriate conduct that caused losses to the Trust, it is committed to making the Trust or its shareholders whole, as appropriate. 6. FASB INTERPRETATION NO. 48 In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. We have not yet completed our evaluation of the impact, if any, of adopting FIN 48 on the Trust's financial statements. Annual Report | 15 Institutional Fiduciary Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FRANKLIN CASH RESERVES FUND TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF INSTITUTIONAL FIDUCIARY TRUST In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Cash Reserves Fund (one of the funds constituting the Institutional Fiduciary Trust, hereafter referred to as the "Fund") at June 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 16, 2006 16 | Annual Report Institutional Fiduciary Trust TAX DESIGNATION (UNAUDITED) Under Section 871(k)(1)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $5,197,102 as interest related dividends for purposes of the tax imposed under section 871(a)(1)(A) of the Code for the fiscal year ended June 30, 2006. Annual Report | 17 Institutional Fiduciary Trust BOARD MEMBERS AND OFFICERS The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Fund, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Each board member will serve until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- HARRIS J. ASHTON (1932) Trustee Since 1985 141 Director, Bar-S Foods (meat packing One Franklin Parkway company). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). - ---------------------------------------------------------------------------------------------------------------------------------- ROBERT F. CARLSON (1928) Trustee Since 1998 56 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS); and FORMERLY, member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. - ---------------------------------------------------------------------------------------------------------------------------------- S. JOSEPH FORTUNATO (1932) Trustee Since 1989 142 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Attorney; and FORMERLY, member of the law firm of Pitney, Hardin, Kipp & Szuch (until 2002) (Consultant (2003)). - ---------------------------------------------------------------------------------------------------------------------------------- EDITH E. HOLIDAY (1952) Trustee Since 2005 137 Director, Hess Corporation (formerly, One Franklin Parkway Amerada Hess Corporation) (exploration San Mateo, CA 94403-1906 and refining of oil and gas), H.J. Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad), and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989). - ---------------------------------------------------------------------------------------------------------------------------------- 18 | Annual Report - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- FRANK W.T. LAHAYE (1929) Trustee Since 1985 114 Director, Center for Creative Land One Franklin Parkway Recycling (redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). - ---------------------------------------------------------------------------------------------------------------------------------- GORDON S. MACKLIN (1928) Trustee Since 1992 141 Director, Martek Biosciences One Franklin Parkway Corporation, MedImmune, Inc. San Mateo, CA 94403-1906 (biotechnology), and Overstock.com (Internet services); and FORMERLY, Director, MCI Communication Corporation (subsequently known as MCI WorldCom, Inc. and WorldCom, Inc.) (communications services) (1988-2002), White Mountains Insurance Group, Ltd. (holding company) (1987-2004) and Spacehab, Inc. (aerospace services) (1994-2003). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company) (2001-2004); Chairman, White River Corporation (financial services) (1993-1998) and Hambrecht & Quist Group (investment banking) (1987-1992); and President, National Association of Securities Dealers, Inc. (1970-1987). - ---------------------------------------------------------------------------------------------------------------------------------- FRANK A. OLSON (1932) Trustee Since 2005 104 Director, Hess Corporation (formerly, One Franklin Parkway Amerada Hess Corporation) (explo- San Mateo, CA 94403-1906 ration and refining of oil and gas) and Sentient Jet (private jet service); and FORMERLY, Director, Becton Dickinson and Company (medical technology), Cooper Industries, Inc. (electrical products and tools and hardware), Health Net, Inc. (formerly, Foundation Health) (integrated managed care), The Hertz Corporation, Pacific Southwest Airlines, The RCA Corporation, Unicom (formerly, Commonwealth Edison), UAL Corporation (airlines) and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). - ---------------------------------------------------------------------------------------------------------------------------------- Annual Report | 19 Interested Board Members and Officers - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- **CHARLES B. JOHNSON (1933) Trustee and Trustee since 141 None One Franklin Parkway Chairman of 1985 and San Mateo, CA 94403-1906 the Board Chairman of the Board since 1993 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President, Franklin Templeton Distributors, Inc.; Director, Fiduciary Trust Company International; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- **RUPERT H. JOHNSON, JR. (1940) Trustee, Trustee since 123 None One Franklin Parkway President and 1985, President San Mateo, CA 94403-1906 Chief and Chief Executive Executive Officer - Officer - Investment Investment Management Management since 2002 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Director, Franklin Advisers, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- HARMON E. BURNS (1945) Vice President Since 1986 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- JAMES M. DAVIS (1952) Chief Chief Compliance Not Applicable Not Applicable One Franklin Parkway Compliance Officer since 2004 San Mateo, CA 94403-1906 Officer and and Vice Vice President President - AML - AML Compliance since Compliance February 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). - ---------------------------------------------------------------------------------------------------------------------------------- LAURA FERGERSON (1962) Treasurer Since 2004 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 31 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003). - ---------------------------------------------------------------------------------------------------------------------------------- 20 | Annual Report - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- JIMMY D. GAMBILL (1947) Senior Vice Since 2002 Not Applicable Not Applicable 500 East Broward Blvd. President and Suite 2100 Chief Fort Lauderdale, FL 33394-3091 Executive Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- DAVID P. GOSS (1947) Vice Since 2000 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and director of one of the subsidiaries of Franklin Resources, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- BARBARA J. GREEN (1947) Vice Since 2000 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Deputy General Counsel and Secretary, Franklin Resources, Inc.; Secretary and Senior Vice President, Templeton Worldwide, Inc.; Secretary, Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Investment Advisory Services, LLC, Franklin Mutual Advisers, LLC, Franklin Templeton Alternative Strategies, Inc., Franklin Templeton Investor Services, LLC, Franklin Templeton Services, LLC, Franklin Templeton Distributors, Inc., Templeton Investment Counsel, LLC, and Templeton/Franklin Investment Services, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Deputy Director, Division of Investment Management, Executive Assistant and Senior Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979). - ---------------------------------------------------------------------------------------------------------------------------------- KAREN L. SKIDMORE (1952) Vice Vice President Not Applicable Not Applicable One Franklin Parkway President since March 2006 San Mateo, CA 94403-1906 and and Secretary Secretary since April 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Vice President and Secretary, Templeton Funds Annuity Company; and officer of 31 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- Annual Report | 21 - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- CRAIG S. TYLE (1960) Vice President Since October Not Applicable Not Applicable One Franklin Parkway 2005 San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004). - ---------------------------------------------------------------------------------------------------------------------------------- GALEN G. VETTER (1951) Chief Financial Since 2004 Not Applicable Not Applicable 500 East Broward Blvd. Officer and Suite 2100 Chief Fort Lauderdale, FL 33394-3091 Accounting Officer PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner, McGladrey & Pullen, LLP (1979-1987 and 1991-2004). - ---------------------------------------------------------------------------------------------------------------------------------- * We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers. ** Charles B. Johnson and Rupert H. Johnson, Jr. are considered to be interested persons of the Trust under the federal securities laws due to their positions as officers and directors and major shareholders of Franklin Resources, Inc., which is the parent company of the Trust's administrator and distributor. Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD OF TRUSTEES HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED FRANK W.T. LAHAYE AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. LAHAYE QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS PRESIDENT AND DIRECTOR OF MCCORMICK SELPH ASSOCIATES FROM 1954 THROUGH 1965; DIRECTOR AND CHAIRMAN OF TELEDYNE CANADA LTD. FROM 1966 THROUGH 1971; DIRECTOR AND CHAIRMAN OF QUARTERDECK CORPORATION FROM 1982 THROUGH 1998; AND SERVICES AS A DIRECTOR OF VARIOUS OTHER PUBLIC COMPANIES INCLUDING U.S. TELEPHONE INC. (1981-1984), FISHER IMAGING INC. (1991-1998) AND DIGITAL TRANSMISSIONS SYSTEMS (1995-1999). IN ADDITION, MR. LAHAYE SERVED FROM 1981 TO 2000 AS A DIRECTOR AND CHAIRMAN OF PEREGRINE VENTURE MANAGEMENT CO., A VENTURE CAPITAL FIRM, AND HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE ITS INCEPTION. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. LAHAYE HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. LAHAYE IS AN INDEPENDENT TRUSTEE AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL 1-800/DIAL BEN (1-800/342-5236) TO REQUEST THE SAI. 22 | Annual Report The Money Market Portfolios FINANCIAL HIGHLIGHTS THE MONEY MARKET PORTFOLIO ------------------------------------------------------------------ YEAR ENDED JUNE 30, 2006 2005 2004 2003 2002 ------------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------------------------------------------------------------------ Income from investment operations - net investment income .......................................... 0.041 0.020 0.009 0.014 0.026 ------------------------------------------------------------------ Less distributions from net investment income ........ (0.041) (0.020) (0.009) (0.014) (0.026) ------------------------------------------------------------------ Net asset value, end of year ......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ================================================================== Total return ......................................... 4.15% 2.06% 0.94% 1.41% 2.63% RATIOS/SUPPLEMENTAL DATA Net assets, end of year (000's) ...................... $4,993,739 $5,676,479 $5,505,394 $5,331,200 $4,734,196 Ratios to average net assets: Expenses before waiver and payments by affiliate and expense reduction ............................... 0.16% 0.16% 0.16% 0.15% 0.16% Expenses net of waiver and payments by affiliate and expense reduction ............................... 0.16% a 0.16% a 0.15% a 0.15% 0.15% Net investment income .............................. 4.09% 2.04% 0.93% 1.39% 2.56% a Benefit of expense reduction is less than 0.01%. Annual Report | See notes to financial statements. | 23 The Money Market Portfolios STATEMENT OF INVESTMENTS, JUNE 30, 2006 - ------------------------------------------------------------------------------------------------------------- THE MONEY MARKET PORTFOLIO PRINCIPAL AMOUNT VALUE - ------------------------------------------------------------------------------------------------------------- SHORT TERM INVESTMENTS 99.8% CERTIFICATES OF DEPOSIT 52.1% Abbey National Treasury Services PLC, Stamford Branch, 5.26%, 7/24/06 .... $ 200,000,000 $ 200,000,000 ABN AMRO Bank N.V., Chicago Branch, 5.05%, 7/07/06 ....................... 200,000,000 200,000,332 Bank of Nova Scotia, Portland Branch, 5.18%, 7/18/06 ..................... 200,000,000 200,000,000 Banque Nationale de Paris, New York Branch, 5.27%, 7/25/06 ............... 100,000,000 100,000,664 Barclay's Bank PLC, New York Branch, 4.97%, 2/09/07 ...................... 99,500,000 99,505,868 Calyon North America Inc., New York Branch, 5.06%, 3/02/07 ............... 100,000,000 100,000,000 Dexia Credit Local NY, New York Branch, 4.875 - 5.305%, 8/08/06 - 2/01/07 200,000,000 200,000,787 HBOS Treasury Services, New York Branch, 5.21%, 7/19/06 .................. 100,000,000 100,000,498 Lloyds Bank PLC, New York Branch, 5.07%, 7/14/06 ......................... 200,000,000 200,000,718 Royal Bank of Canada, New York Branch, 5.23 - 5.28%, 7/21/06 - 7/28/06 ... 200,000,000 200,000,746 Societe Generale North America, New York Branch, 5.125%, 7/12/06 ......... 200,000,000 200,000,000 Svenska Handelsbanken, New York Branch, 5.06%, 7/10/06 ................... 200,000,000 200,000,497 Toronto Dominion Bank, New York Branch, 5.29%, 7/27/06 ................... 200,000,000 200,000,000 UBS AG, Stamford Branch, 5.30%, 8/04/06 .................................. 200,000,000 200,000,000 Wells Fargo Bank NA, San Francisco Branch, 5.16%, 7/13/06 ................ 200,000,000 200,000,664 -------------- TOTAL CERTIFICATES OF DEPOSIT (COST $2,599,510,774) ...................... 2,599,510,774 -------------- a COMMERCIAL PAPER 44.6% Bank of Ireland, 7/26/06 ................................................. 200,000,000 199,272,222 Bank of Montreal, 7/06/06 ................................................ 150,000,000 149,895,521 Concentrate Manufacturing Co., 7/10/06 - 7/19/06 ......................... 85,000,000 84,853,487 Depfa Bank PLC, 7/11/06 .................................................. 200,000,000 199,717,778 General Electric Capital Corp., 7/17/06 .................................. 200,000,000 199,551,111 ING (US) Funding LLC, 7/13/06 - 7/25/06 .................................. 200,000,000 199,479,333 Merrill Lynch & Co. Inc., 7/06/06 - 7/07/06 .............................. 200,000,000 199,841,417 Morgan Stanley Group Inc., 7/05/06 ....................................... 200,000,000 199,882,889 National Australia Funding, 7/05/06 ...................................... 225,000,000 224,868,750 Shell Finance UK PLC, 7/03/06 ............................................ 148,036,000 147,992,658 Total Capital SA, 7/03/06 ................................................ 225,000,000 224,934,125 Toyota Motor Credit Corp, 7/20/06 ........................................ 200,000,000 199,452,167 -------------- TOTAL COMMERCIAL PAPER (COST $2,229,741,458) ............................. 2,229,741,458 -------------- U.S. GOVERNMENT AND AGENCY SECURITIES (COST $4,519,771) 0.1% a FEDERAL HOME LOAN BANK, 7/03/06 .......................................... 4,521,000 4,519,771 -------------- TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS (COST $4,833,772,003) ..... 4,833,772,003 -------------- b REPURCHASE AGREEMENTS 3.0% Deutsche Bank Securities Inc., 4.49%, 7/03/06 (Maturity Value $25,009,354) Collateralized by U.S. Treasury Notes, 0.875%, 4/15/10 ................. 25,000,000 25,000,000 Morgan Stanley & Co. Inc., 4.50%, 7/03/06 (Maturity Value $125,912,199) Collateralized by U.S. Treasurty Notes, 3.50%, 1/15/11 ................. 125,865,000 125,865,000 -------------- TOTAL REPURCHASE AGREEMENTS (COST $150,865,000) .......................... 150,865,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $4,984,637,003) 99.8% ................. 4,984,637,003 OTHER ASSETS, LESS LIABILITIES 0.2% ...................................... 9,102,017 -------------- NET ASSETS 100.0% ........................................................ $4,993,739,020 ============== a The security is traded on a discount basis with no stated coupon rate. b See Note 1(b) regarding repurchase agreements. 24 | See notes to financial statements. | Annual Report The Money Market Portfolios FINANCIAL HIGHLIGHTS THE U.S. GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO ------------------------------------------------------------ YEAR ENDED JUNE 30, 2006 2005 2004 2003 2002 ------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------------------------------------------------------------- Income from investment operations - net investment income 0.040 0.020 0.009 0.013 0.024 ------------------------------------------------------------- Less distributions from net investment income ........... (0.040) (0.020) (0.009) (0.013) (0.024) ------------------------------------------------------------- Net asset value, end of year ............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ============================================================= Total return ............................................ 4.03% 1.99% 0.87% 1.34% 2.43% RATIOS/SUPPLEMENTAL DATA Net assets, end of year (000's) ......................... $ 94,019 $110,761 $117,815 $201,758 $226,676 Ratios to average net assets: Expenses before waiver and payments by affiliate and expense reduction .................................. 0.17% 0.17% 0.16% 0.16% 0.16% Expenses net of waiver and payments by affiliate and expense reduction .................................. 0.15% a 0.15% a 0.15% a 0.15% 0.15% Net investment income ................................. 3.95% 1.97% 0.87% 1.34% 2.33% a Benefit of expense reduction is less than 0.01%. Annual Report | See notes to financial statements. | 25 The Money Market Portfolios STATEMENT OF INVESTMENTS, JUNE 30, 2006 - ------------------------------------------------------------------------------------------------------------------------------ THE U.S. GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO PRINCIPAL AMOUNT VALUE - ------------------------------------------------------------------------------------------------------------------------------ U.S. GOVERNMENT AND AGENCY SECURITIES 7.9% a U.S. Treasury Bill, 7/20/06 ............................................................................... $ 5,000,000 $ 4,987,848 8/03/06 ............................................................................... 2,500,000 2,489,882 ------------- TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (COST $7,477,730) ........................... 7,477,730 ------------- b REPURCHASE AGREEMENTS 92.1% ABN AMRO Bank, N.V., New York Branch, 4.50%, 7/03/06 (Maturity Value $5,001,875) Collateralized by U.S. Treasury Notes, 4.875%, 4/30/08 ................................ 5,000,000 5,000,000 Banc of America Securities LLC, 4.19%, 7/03/06 (Maturity Value $5,001,746) Collateralized by U.S. Treasury Notes, 5.125%, 6/30/11 ................................ 5,000,000 5,000,000 Barclays Capital Inc., 4.40%, 7/03/06 (Maturity Value $10,003,667) Collateralized by U.S. Treasury Notes, 3.375%, 10/15/09 ............................... 10,000,000 10,000,000 Bear, Stearns & Co. Inc., 4.35%, 7/03/06 (Maturity Value $5,001,813) Collateralized by U.S. Treasury Notes, 4.75%, 3/31/11 ................................. 5,000,000 5,000,000 Deutsche Bank Securities Inc., 4.49%, 7/03/06 (Maturity Value $18,281,838) Collateralized by U.S. Treasury Notes, 0.875%, 4/15/10 ................................ 18,275,000 18,275,000 Dresdner Kleinwort Wasserstein Securites LLC, 4.50%, 7/03/06 (Maturity Value $10,003,750) Collateralized by U.S. Treasury Notes, 4.25%, 1/15/11 ................................. 10,000,000 10,000,000 Greenwich Capital Markets Inc., 4.50%, 7/03/06 (Maturity Value $5,001,875) Collateralized by U.S. Treasury Notes, 7.00%, 7/15/06 ................................. 5,000,000 5,000,000 Merrill Lynch Government Securities Inc., 4.45%, 7/03/06 (Maturity Value $5,001,854) Collateralized by aU.S. Treasury Bills, 12/14/06 ...................................... 5,000,000 5,000,000 Morgan Stanley & Co. Inc., 4.50%, 7/03/06 (Maturity Value $18,281,853) Collateralized by U.S. Treasury Notes, 3.50%, 1/15/11 ................................. 18,275,000 18,275,000 UBS Securities LLC, 4.25%, 7/03/06 (Maturity Value $5,001,771) Collateralized by aU.S. Treasury Bills, 12/28/06 ...................................... 5,000,000 5,000,000 ------------- TOTAL REPURCHASE AGREEMENTS (COST $86,550,000) .......................................... 86,550,000 ------------- TOTAL INVESTMENTS (COST $94,027,730) 100.0% ............................................. 94,027,730 OTHER ASSETS, LESS LIABILITIES 0.0% c ................................................... (8,293) ------------- NET ASSETS 100.0% ....................................................................... $ 94,019,437 ============= a The security is traded on a discount basis with no stated coupon rate. b See Note 1(b) regarding repurchase agreements. c Rounds to less than 0.1% of net assets. 26 | See notes to financial statements. | Annual Report The Money Market Portfolios FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES June 30, 2006 -------------------------------- THE U.S. GOVERNMENT THE SECURITIES MONEY MARKET MONEY MARKET PORTFOLIO PORTFOLIO -------------------------------- Assets: Investments in securities, at amortized cost $4,833,772,003 $ 7,477,730 Repurchase agreements, at value and cost ... 150,865,000 86,550,000 -------------------------------- Total investments ..................... $4,984,637,003 $ 94,027,730 Cash ....................................... 5,627 4,062 Interest receivable ........................ 9,837,091 10,680 -------------------------------- Total assets .......................... 4,994,479,721 94,042,472 -------------------------------- Liabilities: Payables: Affiliates ................................ 686,436 10,365 Distributions to shareholders ............. 185 128 Accrued expenses and other liabilities ..... 54,080 12,542 -------------------------------- Total liabilities ..................... 740,701 23,035 -------------------------------- Net assets, at value ................. $4,993,739,020 $ 94,019,437 ================================ Net assets consist of paid-in capital ....... $4,993,739,020 $ 94,019,437 ================================ Shares outstanding .......................... 4,993,739,020 94,019,437 ================================ Net asset value per share ................... $ 1.00 $ 1.00 ================================ Annual Report | See notes to financial statements. | 27 the Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended June 30, 2006 ---------------------------------- THE U.S. GOVERNMENT THE SECURITIES MONEY MARKET MONEY MARKET PORTFOLIO PORTFOLIO ---------------------------------- Investment income: Interest........................................................... $ 244,427,644 $ 4,014,074 ---------------------------------- Expenses: Management fees (Note 3a).......................................... 8,645,042 147,003 Custodian fees (Note 4)............................................ 119,710 1,692 Reports to shareholders............................................ 7,921 2,626 Professional fees.................................................. 41,776 11,902 Other.............................................................. 175,505 3,583 ---------------------------------- Total expenses................................................ 8,989,954 166,806 Expense reductions (Note 4)................................... (25,699) (2,032) Expenses waived/paid by affiliates (Note 3c).................. -- (17,912) ---------------------------------- Net expenses................................................. 8,964,255 146,862 ---------------------------------- Net investment income....................................... 235,463,389 3,867,212 ---------------------------------- Net increase (decrease) in net assets resulting from operations..... $ 235,463,389 $ 3,867,212 ================================== 28 | See notes to financial statements. | Annual Report The Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS ----------------------------------------------------------------------- THE U.S. GOVERNMENT SECURITIES THE MONEY MARKET PORTFOLIO MONEY MARKET PORTFOLIO ----------------------------------------------------------------------- YEAR ENDED JUNE 30, YEAR ENDED JUNE 30, 2006 2005 2006 2005 ----------------------------------------------------------------------- Increase (decrease) in net assets: Operations: Net investment income............................... $ 235,463,389 $ 119,375,531 $ 3,867,212 $ 2,239,743 Net realized gain (loss) from investments .......... -- -- -- 190 ----------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations ..................... 235,463,389 119,375,531 3,867,212 2,239,933 Distributions to shareholders from net investment income ................................... (235,463,389) (119,375,531) (3,867,212) (2,239,933) a Capital share transactions (Note 2) .................. (682,740,398) 171,085,254 (16,741,961) (7,053,156) ----------------------------------------------------------------------- Net increase (decrease) in net assets .................................... (682,740,398) 171,085,254 (16,741,961) (7,053,156) Net assets (there is no undistributed net investment income at beginning or end of year): Beginning of year ................................... 5,676,479,418 5,505,394,164 110,761,398 117,814,554 ----------------------------------------------------------------------- End of year ......................................... $ 4,993,739,020 $ 5,676,479,418 $ 94,019,437 $ 110,761,398 ======================================================================= a Distributions were increased by a net realized gain from investments of $190. Annual Report | See notes to financial statements. | 29 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The Money Market Portfolios (the Trust) is registered under the Investment Company Act of 1940 (1940 Act) as a diversified, open-end investment company, consisting of two separate portfolios (the Portfolios). The shares of the Trust are issued in private placements and are exempt from registration under the Securities Act of 1933. The following summarizes the Portfolios' significant accounting policies. A. SECURITY VALUATION Securities are valued at amortized cost which approximates market value. This method involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. All security valuation procedures are approved by the Trust's Board of Trustees. B. REPURCHASE AGREEMENTS The Portfolios may enter into repurchase agreements, which are accounted for as a loan by the Portfolios to the seller, collateralized by securities which are delivered to the Portfolios' custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the Portfolios, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. Repurchase agreements are valued at cost. At June 30, 2006, all repurchase agreements held by the Portfolios had been entered into on that date. C. INCOME TAXES No provision has been made for U.S. income taxes because each Portfolio intends to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividends from net investment income are normally declared daily. Distributions from net realized capital gains are recorded on the ex-dividend date. Such distributions are reinvested in additional shares of the Portfolios. Distributions to shareholders are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. 30 | Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) Common expenses incurred by the Trust are allocated among the Portfolios based on the ratio of net assets of each Portfolio to the combined net assets of the Trust. Portfolio specific expenses are charged directly to the Portfolio that incurred the expense. E. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. F. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2006, there were an unlimited number of shares authorized ($0.01 par value). Transactions in the Portfolios' shares at $1.00 per share were as follows: ----------------------------------- THE THE U.S. GOVERNMENT MONEY MARKET SECURITIES MONEY PORTFOLIO MARKET PORTFOLIO ----------------------------------- Year ended June 30, 2006 Shares sold .................................. $ 5,987,924,802 $ 34,043,854 Shares issued in reinvestment of distributions 235,470,437 3,867,146 Shares redeemed .............................. (6,906,135,637) (54,652,961) ----------------------------------- Net increase (decrease) ...................... $ (682,740,398) $ (16,741,961) =================================== Year ended June 30, 2005 Shares sold .................................. $ 5,623,149,272 $ 52,184,664 Shares issued in reinvestment of distributions 119,380,707 2,240,711 Shares redeemed .............................. (5,571,444,725) (61,478,531) ----------------------------------- Net increase (decrease) ...................... $ 171,085,254 $ (7,053,156) =================================== Annual Report | 31 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the Franklin Money Fund, the Institutional Fiduciary Trust, the Franklin Templeton Money Fund Trust and the Franklin Federal Money Fund, and of the following subsidiaries: - ------------------------------------------------------------------------------------------- SUBSIDIARY AFFILIATION - ------------------------------------------------------------------------------------------- Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent A. MANAGEMENT FEES The Portfolios pay an investment management fee to Advisers of 0.15% per year of the average daily net assets of each Portfolio. B. TRANSFER AGENT FEES Investor Services, under terms of an agreement, performs shareholder servicing for the Portfolios and is not paid by the Portfolios for the services. C. VOLUNTARY WAIVER AND EXPENSE REIMBURSEMENTS Advisers agreed in advance to voluntarily waive a portion of management fees for The U.S. Government Securities Money Market Portfolio, as noted in the Statement of Operations. Total expenses waived by Advisers are not subject to reimbursement by the Portfolio subsequent to the Portfolio's fiscal year end. D. OTHER AFFILIATED TRANSACTIONS At June 30, 2006, the shares of The Money Market Portfolio were owned by the following funds: ------------------------------------- PERCENTAGE OF SHARES OUTSTANDING SHARES ------------------------------------- Institutional Fiduciary Trust - Money Market Portfolio .................. 3,009,335,464 60.26% Franklin Money Fund ..................................................... 1,696,238,367 33.97% Institutional Fiduciary Trust - Franklin Cash Reserves Fund.............. 142,719,536 2.86% Franklin Templeton Money Fund Trust - Franklin Templeton Money Fund..... 145,445,653 2.91% At June 30, 2006, the shares of The U.S. Government Securities Money Market Portfolio were owned by the following fund: ------------------------------------- PERCENTAGE OF SHARES OUTSTANDING SHARES ------------------------------------- Franklin Federal Money Fund ............................................. 94,019,437 100.00% 32 | Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. EXPENSE OFFSET ARRANGEMENT The Portfolios have entered into an arrangement with their custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Portfolios' custodian expenses. During the year ended June 30, 2006, the custodian fees were reduced as noted in the Statement of Operations. 5. INCOME TAXES The tax character of distributions paid during the years ended June 30, 2006 and 2005, was as follows: ------------------------------------------------------------ THE U.S. GOVERNMENT THE MONEY MARKET SECURITIES PORTFOLIO MONEY MARKET PORTFOLIO ------------------------------------------------------------ 2006 2005 2006 2005 ------------------------------------------------------------ Distributions paid from ordinary income ........ $235,463,389 $119,375,531 $ 3,867,212 $ 2,239,933 ============================================================ At June 30, 2006, the cost of investments and undistributed ordinary income for income tax purposes were as follows: -------------------------------- THE U.S. GOVERNMENT THE SECURITIES MONEY MARKET MONEY MARKET PORTFOLIO PORTFOLIO -------------------------------- Cost of investments ........................ $4,984,637,003 $ 94,027,730 ================================ Undistributed ordinary income .............. $ 185 $ 128 ================================ 6. UPCOMING ACQUISITIONS/MERGERS On February 28, 2006, the Board of Directors for the Franklin Federal Money Fund (the Federal Money Fund) approved a proposal to merge the Federal Money Fund into the Franklin Money Fund. On August 15, 2006, shareholders of the Federal Money Fund approved the proposal. Upon completion of the merger, assets in The U.S. Government Securities Money Market Portfolio will be transferred into The Money Market Portfolio. 7. REGULATORY MATTERS As part of various investigations by a number of federal, state, and foreign regulators and governmental entities, relating to certain practices in the mutual fund industry, including late trading, market timing and marketing support payments to securities dealers who sell fund shares, Franklin Resources, Inc. and certain of its subsidiaries (collectively, the "Company"), entered into settlements with certain of those regulators. Annual Report | 33 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 7. REGULATORY MATTERS (CONTINUED) Specifically, the Company entered into settlements with the Securities and Exchange Commission ("SEC") concerning market timing (the "August 2, 2004 SEC Order") and marketing support payments to securities dealers who sell fund shares (the "December 13, 2004 SEC Order") and with the California Attorney General's Office ("CAGO") concerning marketing support payments to securities dealers who sell fund shares (the "CAGO Settlement"). Under the terms of the settlements with the SEC and the CAGO, the Company retained an Independent Distribution Consultant ("IDC") to develop separate plans for the distribution of the respective settlement monies. The CAGO approved the distribution plan pertaining to the distribution of the monies owed under the CAGO settlement agreement, and in March 2005, the disbursement of monies to the relevant funds in accordance with the terms and conditions of that settlement was completed. The Trust did not participate in the CAGO Settlement. On June 23, 2006, the SEC approved the IDC's proposed plan of distribution arising from the December 13, 2004 SEC Order and disbursement of the settlement monies to the designated funds in accordance with the terms and conditions of the SEC's order and the plan will be completed in August, 2006. The Trust did not participate in the December 13, 2004 SEC Order. The IDC has also completed a proposed Plan of Distribution under the August 2, 2004 SEC Order resolving the SEC's market timing investigation and has submitted that plan to the SEC staff, where it is under review. The SEC has announced the following expected schedule with respect to the market timing Plan of Distribution: "The SEC anticipates that Notice of the Plan will be published on or after September 15, 2006. After publication and comment, the proposed Distribution Plan will be submitted to the SEC for approval. When the SEC approves the proposed Distribution Plan, with modifications as appropriate, distributions will begin pursuant to that Plan. The SEC anticipates the distribution will begin in the fall of 2006." In addition, the Company, as well as most of the mutual funds within Franklin Templeton Investments and certain current or former officers, directors, and/or employees, have been named in private lawsuits (styled as shareholder class actions, or as derivative actions on behalf of either the named funds or Franklin Resources, Inc.) relating to the industry practices referenced above, as well as to allegedly excessive advisory fees, commissions, and/or 12b-1 fees. The lawsuits were filed in different courts throughout the country. Many of those suits are now pending in a multi-district litigation in the United States District Court for the District of Maryland. The Company and fund management strongly believe that the claims made in each of the private lawsuits referenced above are without merit and intend to defend against them vigorously. The Company cannot predict with certainty the eventual outcome of these lawsuits, nor whether they will have a material negative impact on the Company. If it is determined that the Company bears responsibility for any unlawful or inappropriate conduct that caused losses to the Trust, it is committed to making the Trust or its shareholders whole, as appropriate. 34 | Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 8. FASB INTERPRETATION NO. 48 In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. We have not yet completed our evaluation of the impact, if any, of adopting FIN 48 on the Trust's financial statements. Annual Report | 35 The Money Market Portfolios INDEPENDENT AUDITORS' REPORT (UNAUDITED) TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF THE MONEY MARKET PORTFOLIOS: In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Money Market Portfolio and The U.S. Government Securities Money Market Portfolio constituting The Money Market Portfolios, (hereafter referred to as the "Funds") at June 30, 2006, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 16, 2006 36 | Annual Report The Money Market Portfolios TAX DESIGNATION (UNAUDITED) Under Section 871(k)(1)(C) of the Internal Revenue Code (Code), the Portfolios designate the maximum amount allowable but no less than the following amounts as interest related dividends for purposes of the tax imposed under Section 871(a)(1)(A) of the Code for the fiscal year ended June 30, 2006. ------------------------------------------ THE U.S. GOVERNMENT THE MONEY MARKET SECURITIES MONEY PORTFOLIO MARKET PORTFOLIO ------------------------------------------ $228,010,675 $3,867,212 Annual Report | 37 The Money Market Portfolios BOARD MEMBERS AND OFFICERS The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Fund, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Each board member will serve until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- HARRIS J. ASHTON (1932) Trustee Since 1992 141 Director, Bar-S Foods (meat packing One Franklin Parkway company). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). - ---------------------------------------------------------------------------------------------------------------------------------- ROBERT F. CARLSON (1928) Trustee Since 1998 56 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS); and FORMERLY, member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. - ---------------------------------------------------------------------------------------------------------------------------------- S. JOSEPH FORTUNATO (1932) Trustee Since 1992 142 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Attorney; and FORMERLY, member of the law firm of Pitney, Hardin, Kipp & Szuch (until 2002) (Consultant (2003)). - ---------------------------------------------------------------------------------------------------------------------------------- EDITH E. HOLIDAY (1952) Trustee Since 2005 137 Director, Hess Corporation (FORMERLY, One Franklin Parkway Amerada Hess Corporation) (exploration San Mateo, CA 94403-1906 and refining of oil and gas), H.J. Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad), and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989). - ---------------------------------------------------------------------------------------------------------------------------------- FRANK W.T. LAHAYE (1929) Trustee Since 1992 114 Director, Center for Creative Land One Franklin Parkway Recycling (redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). - ---------------------------------------------------------------------------------------------------------------------------------- 38 | Annual Report - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- GORDON S. MACKLIN (1928) Trustee Since 1992 141 Director, Martek Biosciences One Franklin Parkway Corporation, MedImmune, Inc. San Mateo, CA 94403-1906 (biotechnology), and Overstock.com (Internet services); and FORMERLY, Director, MCI Communication Corporation (subsequently known as MCI WorldCom, Inc. and WorldCom, Inc.) (communications services) (1988-2002), White Mountains Insurance Group, Ltd. (holding company) (1987-2004) and Spacehab, Inc. (aerospace services) (1994-2003). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company) (2001-2004); Chairman, White River Corporation (financial services) (1993-1998) and Hambrecht & Quist Group (investment banking) (1987-1992); and President, National Association of Securities Dealers, Inc. (1970-1987). - ---------------------------------------------------------------------------------------------------------------------------------- Interested Board Members and Officers - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- **CHARLES B. JOHNSON (1933) Trustee and Trustee since 141 None One Franklin Parkway Chairman of 1992 and San Mateo, CA 94403-1906 the Board Chairman of the Board since 1993 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President, Franklin Templeton Distributors, Inc.; Director, Fiduciary Trust Company International; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- **RUPERT H. JOHNSON, JR. (1940) Trustee, Trustee since 123 None One Franklin Parkway President 1992 and San Mateo, CA 94403-1906 and Chief President and Executive Chief Executive Officer Officer - - Investment Investment Management Management since 2002 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Director, Franklin Advisers, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- Annual Report | 39 - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- HARMON E. BURNS (1945) Vice President Since 1992 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- JAMES M. DAVIS (1952) Chief Chief Compliance Not Applicable Not Applicable One Franklin Parkway Compliance Officer since 2004 San Mateo, CA 94403-1906 Officer and and Vice Vice President President - AML - AML Compliance since Compliance February 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). - ---------------------------------------------------------------------------------------------------------------------------------- LAURA FERGERSON (1962) Treasurer Since 2004 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 31 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003). - ---------------------------------------------------------------------------------------------------------------------------------- JIMMY D. GAMBILL (1947) Senior Vice Since 2002 Not Applicable Not Applicable 500 East Broward Blvd. President and Suite 2100 Chief Fort Lauderdale, FL 33394-3091 Executive Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- 40 | Annual Report - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- DAVID P. GOSS (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and director of one of the subsidiaries of Franklin Resources, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- BARBARA J. GREEN (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Deputy General Counsel and Secretary, Franklin Resources, Inc.; Secretary and Senior Vice President, Templeton Worldwide, Inc.; Secretary, Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Investment Advisory Services, LLC, Franklin Mutual Advisers, LLC, Franklin Templeton Alternative Strategies, Inc., Franklin Templeton Investor Services, LLC, Franklin Templeton Services, LLC, Franklin Templeton Distributors, Inc., Templeton Investment Counsel, LLC, and Templeton/Franklin Investment Services, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Deputy Director, Division of Investment Management, Executive Assistant and Senior Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979). - ---------------------------------------------------------------------------------------------------------------------------------- KAREN L. SKIDMORE (1952) Vice President Vice President Not Applicable Not Applicable One Franklin Parkway and Secretary since March 2006 San Mateo, CA 94403-1906 and Secretary since April 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Vice President and Secretary, Templeton Funds Annuity Company; and officer of 31 of the investment companies in Franklin Templeton Investments. - ---------------------------------------------------------------------------------------------------------------------------------- CRAIG S. TYLE (1960) Vice President Since October Not Applicable Not Applicable One Franklin Parkway 2005 San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004). - ---------------------------------------------------------------------------------------------------------------------------------- Annual Report | 41 - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ---------------------------------------------------------------------------------------------------------------------------------- GALEN G. VETTER (1951) Chief Since 2004 Not Applicable Not Applicable 500 East Broward Blvd. Financial Suite 2100 Officer and Fort Lauderdale, FL 33394-3091 Chief Accounting Officer PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner, McGladrey & Pullen, LLP (1979-1987 and 1991-2004). - ---------------------------------------------------------------------------------------------------------------------------------- * We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers. ** Charles B. Johnson and Rupert H. Johnson, Jr. are considered to be interested persons of the Fund under the federal securities laws due to their positions as officers and directors and major shareholders of Franklin Resources, Inc., which is the parent company of the Fund's investment manager and distributor. Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD OF TRUSTEES HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED FRANK W.T. LAHAYE AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. LAHAYE QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS PRESIDENT AND DIRECTOR OF MCCORMICK SELPH ASSOCIATES FROM 1954 THROUGH 1965; DIRECTOR AND CHAIRMAN OF TELEDYNE CANADA LTD. FROM 1966 THROUGH 1971; DIRECTOR AND CHAIRMAN OF QUARTERDECK CORPORATION FROM 1982 THROUGH 1998; AND SERVICES AS A DIRECTOR OF VARIOUS OTHER PUBLIC COMPANIES INCLUDING U.S. TELEPHONE INC. (1981-1984), FISHER IMAGING INC. (1991-1998) AND DIGITAL TRANSMISSIONS SYSTEMS (1995-1999). IN ADDITION, MR. LAHAYE SERVED FROM 1981 TO 2000 AS A DIRECTOR AND CHAIRMAN OF PEREGRINE VENTURE MANAGEMENT CO., A VENTURE CAPITAL FIRM, AND HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE ITS INCEPTION. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. LAHAYE HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. LAHAYE IS AN INDEPENDENT TRUSTEE AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL 1-800/DIAL BEN (1-800/342-5236) TO REQUEST THE SAI. 42 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION FRANKLIN CASH RESERVES FUND BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held April 18, 2006, the Board of Trustees ("Board"), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the four separate funds within the Trust ("Fund(s)"). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, brokerage commissions and execution and other services provided by the Investment Manager ("Manager") and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. ("Lipper"), an independent organization, as well as a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional information accompanying such report was a memorandum prepared by management describing enhancements to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICE. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished them showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, Annual Report | 43 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN CASH RESERVES FUND BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted by the Board that such systems and procedures had functioned smoothly during the hurricanes and blackout experienced last year in Florida. Among other factors taken into account by the Board were the Manager's best execution trading policies, including a favorable report by an independent portfolio trading analytical firm. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed so as to be aligned with the interests of Fund shareholders. The Board also took into account the transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties and the firsthand experience of the individual Trustees who deal with the shareholder services department in their capacities as shareholders in one or more of the various Franklin Templeton funds. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper reports prepared for each individual Fund showed its investment performance in comparison to a performance universe selected by Lipper for the one-year period ended January 31, 2006, and for additional yearly periods ended that date depending on when a particular Fund commenced operations. The following summarizes the performance results for the Fund and the Board's view of such performance. The performance universe for the Fund consisted of the Fund and all institutional money market funds as selected by Lipper. The Lipper report comparison showed the Fund's total return to be in the lowest quintile of its performance universe for the one-year period and for each of the previous three-, five- and ten-year periods on an annualized basis. In discussing such performance, management pointed out that the Fund followed a very conservative approach with investments made only in those securities having the highest short-term ratings from rating agencies that rate such securities and constant monitoring that avoided ownership of any downgraded securities to tier II status. Management further noted such policy was believed appropriate in view of the fact that Fund 44 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN CASH RESERVES FUND BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) shareholders largely consisted of 401(k) or other defined contribution plans. Management further stated its belief, given the account size and servicing needs of these types of accounts, that the Fund was more retail than institutional in nature and its performance was in line with the retail money market universe, which it believed to be a more appropriate measure. The Board believed the Fund's performance to be acceptable, noting management's explanation. COMPARATIVE EXPENSES. Consideration was given to a comparative analysis of the management fees and total expense ratios of the Fund compared with those of a group of other funds selected by Lipper as its appropriate Lipper expense group under the Lipper reports. Prior to making such comparison, the Board relied upon a survey showing that the scope of investment management services covered under the Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups that would be used as a basis of comparison in the Lipper reports. In reviewing comparative costs, emphasis was given to the management fees of the Fund in comparison with the effective management fee that would have been charged by other funds within its Lipper expense group assuming it was the same size as the master money fund through which the Fund invests, as stated in the Lipper report, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper effective management fee analysis includes administrative charges as being part of a management fee. The results of these comparisons showed the Fund's effective management fee rate and total expenses were the second most expensive in its 15 fund Lipper expense group. In discussing these expenses, management pointed out that while the Fund's expense group consisted of institutional funds, the nature of its shareholders and their servicing needs were believed to be more retail in nature, justifying higher expenses. In addition, management pointed out that the Fund was part of a master/feeder relationship and, while the Fund's non-management expenses were calculated at its actual asset size level of approximately $150 million, such expenses were compared to those of a fund group approximating the $6 billion size of the money market master fund through which it invests. As noted in the Lipper report, the selection of the size of the expense group based on this size may cause the Fund's non-management expenses, which were the highest in the group, to be overstated relative to such group. The Board found the expenses of this Fund to be acceptable, noting they were subsidized by fee waivers or management reimbursements. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to each of the individual funds. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including potential benefits resulting Annual Report | 45 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN CASH RESERVES FUND BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) from allocation of fund brokerage and the use of "soft" commission dollars to pay for research. Specific attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the cost allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Fund's independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Fund's Board solely for their purposes and use in reference to the profitability analysis. Included in the analysis were the revenue and related costs involved in providing services to the Fund, as well as each Fund's relative contribution to the profitability of the Manager's parent. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary to the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Manager as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing that any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some funds get larger, at some point economies of scale do result in the Manager's realizing a larger profit margin on management services provided such a fund. The advisory fee at the master fund level for the Fund is a flat rate of 0.15% at all asset levels. In addition, a separate fee for administrative services amounting to 0.25% at all asset levels is charged to the Fund. While intending to continuously review the issue, the Board believed it questionable for reasons, including the size of the Fund and the nature of its shareholder accounts, that the Manager and its affiliates realized any meaningful economies of scale in furnishing advisory and administrative services to the Fund. 46 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN CASH RESERVES FUND PROXY VOTING POLICIES AND PROCEDURES The Trust has established Proxy Voting Policies and Procedures ("Policies") that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at 1-954/527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800/SEC-0330. Annual Report | 47 This page intentionally left blank. [LOGO](R) FRANKLIN TEMPLETON One Franklin Parkway INVESTMENTS San Mateo, CA 94403-1906 ANNUAL REPORT FRANKLIN CASH RESERVES FUND INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. One Franklin Parkway San Mateo, CA 94403-1906 SHAREHOLDER SERVICES 1-800/342-5236 FRANKLINTEMPLETONINSTITUTIONAL.COM Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. 149 A2006 08/06 ANNUAL REPORT | 06 30 2006 - -------------------------------------------------------------------------------- THE EXPERTISE OF MANY. THE STRENGTH OF ONE. - -------------------------------------------------------------------------------- INSTITUTIONAL FIDUCIARY TRUST Franklin Structured Large Cap Core Equity Fund Franklin Structured Large Cap Growth Equity Fund [LOGO](R) FRANKLIN TEMPLETON INSTITUTIONAL FRANKLIN o TEMPLETON o FIDUCIARY Contents ANNUAL REPORT Franklin Structured Large Cap Core Equity Fund ............................ 1 Franklin Structured Large Cap Growth Equity Fund .......................... 9 Financial Highlights & Statements of Investments .......................... 17 Financial Statements ...................................................... 34 Notes to Financial Statements ............................................. 37 Report of Independent Registered Public Accounting Firm ................... 44 Tax Designation ........................................................... 45 Board Members and Officers ................................................ 46 Shareholder Information ................................................... 51 - -------------------------------------------------------------------------------- Annual Report Franklin Structured Large Cap Core Equity Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Structured Large Cap Core Equity Fund seeks long-term capital appreciation by investing at least 80% of its net assets in equity securities of companies whose market capitalizations are within the top 50% in terms of size of companies whose equity securities are listed on a U.S. securities exchange or traded on the National Association of Securities Dealers Automated Quotations (NASDAQ) system. - -------------------------------------------------------------------------------- PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETONINSTITUTIONAL.COM OR CALL 1-800/321-8563 FOR MOST RECENT MONTH-END PERFORMANCE. - -------------------------------------------------------------------------------- This annual report for Franklin Structured Large Cap Core Equity Fund covers the fiscal year ended June 30, 2006. PERFORMANCE OVERVIEW Franklin Structured Large Cap Core Equity Fund posted a +7.92% cumulative total return for the period under review. The Fund underperformed the Russell 1000(R) Index and the Standard & Poor's 500 Index (S&P 500), which returned +9.08% and +8.62%. 1 Effective November 30, 2005, we replaced the S&P 500 with the Russell 1000 Index as the Fund's benchmark because we believe the 1. Source: Standard & Poor's Micropal. The Russell 1000 Index is market capitalization weighted and measures performance of the 1,000 largest companies in the Russell 3000(R) Index, which represent approximately 92% of total market capitalization of the Russell 3000 Index. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The indexes are unmanaged and include reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 18. - -------------------------------------------------------------------------------- - ----------------------------------------------------- NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE - ----------------------------------------------------- Annual Report | 1 PORTFOLIO BREAKDOWN Franklin Structured Large Cap Core Equity Fund Based on Total Net Assets as of 6/30/06 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.] Finance 20.0% Electronic Technology* 10.8% Health Technology* 10.4% Consumer Non-Durables 8.6% Producer Manufacturing 8.4% Energy Minerals 6.7% Technology Services* 6.0% Retail Trade 4.2% Non-Energy Minerals 3.2% Communications 2.9% Health Services 2.8% Consumer Durables 2.8% Utilities 2.4% Consumer Services 2.2% Distribution Services 2.0% Industrial Services 2.0% Other 3.8% Short-Term Investments & Other Net Assets 0.8% * Significant exposure to a single sector may result in greater volatility for the Fund than a more broadly diversified portfolio. There are specific risks to investing in technology company stocks, which can be subject to abrupt or erratic price movements and have been volatile, especially over the short term. composition of the Russell 1000 Index better reflects the Fund's investments. You can find more of the Fund's performance data in the Performance Summary beginning on page 5. ECONOMIC AND MARKET OVERVIEW During the 12 months ended June 30, 2006, the U.S. economy advanced at a moderate pace. After a slow fourth quarter 2005, gross domestic product grew an annualized 5.6% in first quarter 2006 and moderated to an estimated 2.5% annualized rate in the second quarter. Growth was driven by consumer, business and government spending. Productivity gains and corporate profits also contributed. Export growth picked up some momentum, but a wide trade deficit remained. The labor market firmed as employment generally increased and the unemployment rate fell from 5.0% to 4.6%. 2 Although labor costs rose during the reporting period, hiring increased in many industries and personal income grew. Elevated energy and other commodity prices were a primary economic concern. Oil prices remained high, largely due to potential supply disruptions and strong growth in global demand, especially from China and India. Gasoline, medical and pharmacy costs climbed substantially. Consumer confidence and spending remained surprisingly strong but could weaken with the impact of higher prices. With slowing home-price appreciation, borrowing against home equity flattened and could have a gradual effect on consumer spending. The core Consumer Price Index (CPI) rose 2.6% for the 12 months ended June 30, 2006, which was higher than the 2.2% 10-year average. 3 The Federal Reserve Board (Fed) raised the federal funds target rate from 3.25% to 5.25% in eight quarter-point steps. The Fed's credit-tightening campaign contributed to cooler housing and real estate markets as the cost of credit grew less attractive to most consumers who were already dealing with near-record consumer debt burdens, low personal savings and historically high gas prices. Fed Chairman Ben Bernanke indicated the Fed might pause its rate tightening at some future meeting and cited rising energy costs and a growing economy as having the potential to sustain inflation pressures. 2. Source: Bureau of Labor Statistics. 3. Source: Bureau of Labor Statistics. Core CPI excludes food and energy costs. 2 | Annual Report In this environment, equity markets experienced dramatic swings late in the period. Overall, the blue chip stocks of the Dow Jones Industrial Average posted a 12-month total return of +11.09%, while the broader S&P 500 and the technology-heavy NASDAQ Composite Index returned +8.62% and +6.48%. 4 Energy, materials and industrials stocks performed particularly well. Large-capitalization stocks generally lagged their small- and mid-cap counterparts for most of the fiscal year until May 2006, at which point large-cap stocks produced smaller losses as the stock market entered a downturn. Higher interest rates and indications of a slowing economy meant more investors began shifting money away from companies with small market capitalizations into larger, less risky companies toward period-end. INVESTMENT STRATEGY Our twin objectives for Franklin Structured Large Cap Core Equity Fund are very tight risk controls and modest excess return over the Fund's benchmark. To achieve the first objective, the portfolio is managed using robust quantitative tools that match broad risk characteristics of the index. To achieve the second objective, we tap into Franklin's deep pool of research analysis. The portfolio is managed to very closely follow the index with very tight tracking error levels. The portfolio generally is sector- and industry-neutral (i.e., it does not typically deviate from the index weightings by more than 2%) with excess return coming primarily from security selection of Franklin Advisers, Inc. MANAGER'S DISCUSSION Franklin Structured Large Cap Core Equity Fund uses an enhanced index strategy that seeks to outperform the Russell 1000 Index marginally, with very little excess relative risk. We expect the majority of our over- or under-performance to come from security selection. For the 12 months ended June 30, 2006, when compared with the benchmark Russell 1000 Index, the Fund's position in Continental Airlines (which is not in the index), and our overweighted allocations to pharmacy benefits management company Express Scripts and electric utility TXU contributed to relative TOP 10 HOLDINGS Franklin Structured Large Cap Core Equity Fund 6/30/06 - -------------------------------------------------------------------------------- COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - -------------------------------------------------------------------------------- Exxon Mobil Corp. 4.0% ENERGY MINERALS - -------------------------------------------------------------------------------- Citigroup Inc. 2.4% FINANCE - -------------------------------------------------------------------------------- Pfizer Inc. 2.1% HEALTH TECHNOLOGY - -------------------------------------------------------------------------------- Microsoft Corp. 2.1% TECHNOLOGY SERVICES - -------------------------------------------------------------------------------- Johnson & Johnson 1.8% HEALTH TECHNOLOGY - -------------------------------------------------------------------------------- General Electric Co. 1.8% PRODUCER MANUFACTURING - -------------------------------------------------------------------------------- Bank of America Corp. 1.8% FINANCE - -------------------------------------------------------------------------------- Merck & Co. Inc. 1.7% HEALTH TECHNOLOGY - -------------------------------------------------------------------------------- The Procter & Gamble Co. 1.6% CONSUMER NON-DURABLES - -------------------------------------------------------------------------------- Intel Corp. 1.6% ELECTRONIC TECHNOLOGY - -------------------------------------------------------------------------------- 4. Source: Standard & Poor's Micropal. The Dow Jones Industrial Average is price weighted based on the average market price of 30 blue chip stocks of companies that are generally industry leaders. See footnote 1 for a description of the S&P 500. The NASDAQ Composite Index measures all NASDAQ domestic and international based common type stocks listed on The NASDAQ Stock Market. The index is market value weighted and includes more than 3,000 companies. Annual Report | 3 performance. Conversely, our overweighted positions in computer vendor Dell and home builder NVR, as well as a position in William Lyon Homes (sold by period-end), detracted from our overall results this fiscal year. Despite continued healthy sales and margins, Dell's share price suffered as investors perceived waning corporate demand for its PCs and servers. Shares of William Lyon and NVR benefited greatly from the housing boom in recent years, but began to adjust downward this reporting period as the housing market cooled and new home orders decreased in some regions. We appreciate your support and look forward to serving your investment needs in the years ahead. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2006, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 4 | Annual Report Performance Summary as of 6/30/06 FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table and graph do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses on the sale of Fund shares. PRICE INFORMATION - ------------------------------------------------------------------------------------------------- SYMBOL: N/A CHANGE 6/30/06 6/30/05 - ------------------------------------------------------------------------------------------------- Net Asset Value (NAV) -$0.17 $11.61 $11.78 - ------------------------------------------------------------------------------------------------- PERFORMANCE 1 THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. - ------------------------------------------------------------------------------------------------- 1-YEAR 3-YEAR INCEPTION (4/30/03) - ------------------------------------------------------------------------------------------------- Cumulative Total Return 2 +7.92% +34.67% +43.82% - ------------------------------------------------------------------------------------------------- Average Annual Total Return 3 +7.92% +10.43% +12.16% - ------------------------------------------------------------------------------------------------- Value of $1,000,000 Investment 4 $1,079,198 $1,346,686 $1,438,260 - ------------------------------------------------------------------------------------------------- PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, PLEASE CALL 1-800/321-8563. Annual Report | 5 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR HYPOTHETICAL $1 MILLION INVESTMENT 1 Total return represents the change in value of an investment over the periods shown. It includes any Fund expenses, account fees and reinvested distributions. The unmanaged indexes include reinvestment of any income or distributions. They differ from the Fund in composition and do not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN - -------------------------------------------------------------------------------- 6/30/06 - -------------------------------------------------------------------------------- 1-Year +7.92% - -------------------------------------------------------------------------------- 3-Year +10.43% - -------------------------------------------------------------------------------- Since Inception (4/30/03) +12.16% - -------------------------------------------------------------------------------- 4/30/03-6/30/06 $ Millions [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.] Franklin Structured Large Cap Russell 1000 Index 5 S&P 500 5 Core Equity Fund USD USD USD Franklin Structured Large Cap Core Equity Fund S&P 500 Index 5 Russell 1000 Index 5 Apr-2003 * 1,000,000.00 1,000,000.00 1,000,000.00 Apr-03 1,000,000.00 1,000,000.00 1,000,000.00 May-03 1,056,999.77 1,052,475.46 1,057,015.95 Jun-03 1,067,999.70 1,065,909.78 1,070,917.28 Jul-03 1,088,999.61 1,083,876.17 1,092,256.83 Aug-03 1,108,999.47 1,104,686.65 1,114,424.98 Sep-03 1,095,999.60 1,093,260.71 1,103,009.96 Oct-03 1,152,999.81 1,155,001.78 1,167,684.09 Nov-03 1,166,999.51 1,164,601.03 1,181,684.56 Dec-03 1,222,703.87 1,225,846.62 1,238,271.90 Jan-04 1,241,323.75 1,248,533.36 1,261,807.75 Feb-04 1,252,702.56 1,266,631.87 1,279,283.43 Mar-04 1,237,186.15 1,247,945.38 1,261,830.93 Apr-04 1,211,325.40 1,228,812.94 1,239,020.61 May-04 1,223,738.57 1,245,467.94 1,256,892.84 Jun-04 1,250,633.86 1,269,753.45 1,279,551.25 Jul-04 1,207,187.28 1,226,811.17 1,234,614.70 Aug-04 1,212,359.56 1,231,409.30 1,240,705.93 Sep-04 1,217,531.80 1,244,863.44 1,256,366.08 Oct-04 1,225,807.32 1,264,058.64 1,276,631.40 Nov-04 1,268,219.20 1,314,591.78 1,331,288.29 Dec-04 1,308,957.34 1,359,648.14 1,379,490.93 Jan-05 1,281,805.23 1,327,005.40 1,344,731.92 Feb-05 1,316,876.56 1,353,748.53 1,374,972.07 Mar-05 1,297,643.91 1,330,734.78 1,353,206.38 Apr-05 1,276,149.58 1,305,960.39 1,328,251.55 May-05 1,321,400.62 1,347,102.39 1,375,334.59 Jun-05 1,332,712.04 1,349,005.06 1,380,953.32 Jul-05 1,376,837.23 1,399,455.62 1,434,661.75 Aug-05 1,357,603.88 1,385,955.23 1,422,245.49 Sep-05 1,364,395.11 1,397,605.80 1,435,462.24 Oct-05 1,344,028.08 1,374,908.83 1,410,283.98 Nov-05 1,397,204.05 1,425,333.63 1,463,969.23 Dec-05 1,398,612.02 1,425,988.00 1,465,925.33 Jan-06 1,443,211.71 1,464,619.20 1,507,025.64 Feb-06 1,428,346.38 1,467,192.10 1,510,396.29 Mar-06 1,453,125.16 1,487,067.11 1,531,778.74 Apr-06 1,474,186.67 1,507,299.53 1,550,159.98 May-06 1,427,111.60 1,463,109.62 1,504,385.94 Jun-06 1,438,260.52 1,465,318.50 1,506,350.92 ENDNOTES WHILE STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORT TERM. THESE PRICE MOVEMENTS MAY RESULT FROM FACTORS AFFECTING INDIVIDUAL COMPANIES, INDUSTRIES OR THE SECURITIES MARKET AS A WHOLE. INVESTING IN A FUND THAT FOCUSES IN ONE OR A FEW SECTORS INVOLVES SPECIAL RISKS, INCLUDING GREATER SENSITIVITY TO ECONOMIC, POLITICAL OR REGULATORY DEVELOPMENTS IN THAT SECTOR. THE FUND'S PORTFOLIO INCLUDES INVESTMENTS IN THE TECHNOLOGY SECTOR, WHICH HAS BEEN AMONG THE MARKET'S MOST VOLATILE SECTORS. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. 1. The Fund's manager and administrator have agreed in advance to waive a portion of their fees and to make certain payments to reduce expenses. If the manager and administrator had not taken this action, the Fund's total return would have been lower. The fee waiver may be discontinued at any time, upon notice to the Fund's Board of Trustees. 2. Cumulative total return represents the change in value of an investment over the periods indicated. 3. Average annual total return represents the average annual change in value of an investment over the periods indicated. 4. These figures represent the value of a hypothetical $1,000,000 investment in the Fund over the periods indicated. 5. Source: Standard & Poor's Micropal. The Russell 1000 Index is market capitalization weighted and measures performance of the 1,000 largest companies in the Russell 3000 Index, which represent approximately 92% of total market capitalization of the Russell 3000 Index. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. 6 | Annual Report Your Fund's Expenses FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND As a Fund shareholder, you can incur two types of costs: o Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and o Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) of the table below provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) of the table below can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the Fund's actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 7 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. - -------------------------------------------------------------------------------------------------------------- BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/06 VALUE 6/30/06 PERIOD* 1/1/06-6/30/06 - -------------------------------------------------------------------------------------------------------------- Actual $1,000 $1,028.30 $3.52 - -------------------------------------------------------------------------------------------------------------- Hypothetical (5% return before expenses) $1,000 $1,021.32 $3.51 - -------------------------------------------------------------------------------------------------------------- * Expenses are equal to the annualized expense ratio, net of expense waivers, of 0.70% multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 8 | Annual Report Franklin Structured Large Cap Growth Equity Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Structured Large Cap Growth Equity Fund seeks long-term capital appreciation by investing at least 80% of its net assets in equity securities of companies whose market capitalizations are within the top 50% in terms of size of companies whose equity securities are listed on a U.S. securities exchange or traded on the National Association of Securities Dealers Automated Quotations (NASDAQ) system. - -------------------------------------------------------------------------------- PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETONINSTITUTIONAL.COM OR CALL 1-800/321-8563 FOR MOST RECENT MONTH-END PERFORMANCE. - -------------------------------------------------------------------------------- This annual report for Franklin Structured Large Cap Growth Equity Fund covers the fiscal year ended June 30, 2006. PERFORMANCE OVERVIEW Franklin Structured Large Cap Growth Equity Fund posted a +4.44% cumulative total return for the period under review. The Fund underperformed the Russell 1000 Growth Index, which returned +6.12%. 1 You can find more of the Fund's performance data in the Performance Summary beginning on page 13. ECONOMIC AND MARKET OVERVIEW During the 12 months ended June 30, 2006, the U.S. economy advanced at a moderate pace. After a slow fourth quarter 2005, gross domestic product grew an annualized 5.6% in first quarter 2006 and moderated to an estimated 2.5% annualized rate in the second quarter. Growth was driven by consumer, business and government spending. Productivity gains and corporate profits also contributed. Export growth picked up some momentum, but a wide trade deficit remained. The labor market firmed as employment generally increased and the unemployment rate fell from 5.0% to 4.6%. 2 Although labor costs rose during the reporting period, hiring increased in many industries and personal income grew. 1. Source: Standard & Poor's Micropal. The Russell 1000 Growth Index is market capitalization weighted and measures performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 2. Source: Bureau of Labor Statistics. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 26. Annual Report | 9 PORTFOLIO BREAKDOWN Franklin Structured Large Cap Growth Equity Fund Based on Total Net Assets as of 6/30/06 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.] Electronic Technology* 16.7% Health Technology* 13.6% Technology Services* 11.2% Finance 8.2% Producer Manufacturing 8.0% Consumer Non-Durables 7.8% Retail Trade 7.5% Consumer Services 3.8% Health Services 3.7% Transportation 3.4% Energy Minerals 2.4% Process Industries 2.2% Communications 2.1% Other 7.8% Short-Term Investments & Other Net Assets 1.6% * Significant exposure to a single sector may result in greater volatility for the Fund than a more broadly diversified portfolio. There are specific risks to investing in technology company stocks, which can be subject to abrupt or erratic price movements and have been volatile, especially over the short term. Elevated energy and other commodity prices were a primary economic concern. Oil prices remained high, largely due to potential supply disruptions and strong growth in global demand, especially from China and India. Gasoline, medical and pharmacy costs climbed substantially. Consumer confidence and spending remained surprisingly strong but could weaken with the impact of higher prices. With slowing home-price appreciation, borrowing against home equity flattened and could have a gradual effect on consumer spending. The core Consumer Price Index (CPI) rose 2.6% for the 12 months ended June 30, 2006, which was higher than the 2.2% 10-year average. 3 The Federal Reserve Board (Fed) raised the federal funds target rate from 3.25% to 5.25% in eight quarter-point steps. The Fed's credit-tightening campaign contributed to cooler housing and real estate markets as the cost of credit grew less attractive to most consumers who were already dealing with near-record consumer debt burdens, low personal savings and historically high gas prices. Fed Chairman Ben Bernanke indicated the Fed might pause its rate tightening at some future meeting and cited rising energy costs and a growing economy as having the potential to sustain inflation pressures. In this environment, equity markets experienced dramatic swings late in the period. Overall, the blue chip stocks of the Dow Jones Industrial Average posted a 12-month total return of +11.09%, while the broader Standard & Poor's 500 Index (S&P 500) and the technology-heavy NASDAQ Composite Index returned +8.62% and +6.48%. 4 Energy, materials and industrials stocks performed particularly well. Large-capitalization stocks generally lagged their small- and mid-cap counterparts for most of the fiscal year until May 2006, at which point large-cap stocks produced smaller losses as the stock market entered a downturn. Higher interest rates and indications of a slowing economy meant more investors began shifting money away from companies with small market capitalizations into larger, less risky companies toward period-end. INVESTMENT STRATEGY Our twin objectives for Franklin Structured Large Cap Growth Equity Fund are very tight risk controls and modest excess return over the Russell 1000 Growth Index. To achieve the first objective, the portfolio is run using robust 3. Source: Bureau of Labor Statistics. Core CPI excludes food and energy costs. 4. Source: Standard & Poor's Micropal. The Dow Jones Industrial Average is price weighted based on the average market price of 30 blue chip stocks of companies that are generally industry leaders. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The NASDAQ Composite Index measures all NASDAQ domestic and international based common type stocks listed on The NASDAQ Stock Market. The index is market value weighted and includes more than 3,000 companies. 10 | Annual Report quantitative tools that match broad risk characteristics of the index. To achieve the second objective, we tap into Franklin's deep pool of research analysis. The portfolio is managed to very closely follow the index with very tight tracking error levels. The portfolio generally is sector- and industry-neutral (i.e., it does not typically deviate from the index weightings by more than 1%) with excess return coming primarily from security selection of Franklin Advisers, Inc. MANAGER'S DISCUSSION Franklin Structured Large Cap Growth Equity Fund uses an enhanced index strategy that seeks to outperform the Russell 1000 Growth Index marginally, with very little excess relative risk. We expect the majority of our over- or underperformance to come from security selection. For the 12 months ended June 30, 2006, the Fund benefited from its overweighted position, versus the benchmark Russell 1000 Growth Index, in global logistics and freight forwarding company Expeditors International of Washington. The company's net income increased significantly as it landed a great deal of new transportation business while realizing increased efficiency and productivity. Oil services and exploration companies also fared well, partially due to record-high oil prices, but also due to rising demand for oil and gas exploration and discovery. The Fund held Veritas DGC and McDermott International (sold by period-end), which are not index components. Veritas, which uses seismic data to survey oil and gas fields, and McDermott, which builds deepwater oil and gas production facilities, provided stellar returns in this environment and were two of our top performers. On the contrary, our underweighted position in Apple Computer, zero weighting in heavy equipment manufacturer Caterpillar, and overweighted positions in computer vendor Dell and semiconductor giant Intel hindered the Fund's overall results. Apple stock rose substantially for the year despite growing investor caution as product launches were delayed and the surge in demand for the company's ubiquitous iPod music players appeared to be waning. Dell posted healthy sales and margins but its share price suffered throughout the Fund's fiscal year as investors perceived waning corporate demand for its PCs and servers. Intel had a strong sales year but its stock fell in part due to reduced revenue expectations. TOP 10 HOLDINGS Franklin Structured Large Cap Growth Equity Fund 6/30/06 - -------------------------------------------------------------------------------- COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - -------------------------------------------------------------------------------- Microsoft Corp. 4.5% TECHNOLOGY SERVICES - -------------------------------------------------------------------------------- Johnson & Johnson 4.1% HEALTH TECHNOLOGY - -------------------------------------------------------------------------------- The Procter & Gamble Co. 3.8% CONSUMER NON-DURABLES - -------------------------------------------------------------------------------- General Electric Co. 3.2% PRODUCER MANUFACTURING - -------------------------------------------------------------------------------- Cisco Systems Inc. 3.1% ELECTRONIC TECHNOLOGY - -------------------------------------------------------------------------------- Intel Corp. 2.7% ELECTRONIC TECHNOLOGY - -------------------------------------------------------------------------------- Wal-Mart Stores Inc. 2.3% RETAIL TRADE - -------------------------------------------------------------------------------- Amgen Inc. 2.2% HEALTH TECHNOLOGY - -------------------------------------------------------------------------------- Lowe's Cos. Inc. 1.8% RETAIL TRADE - -------------------------------------------------------------------------------- Dell Inc. 1.8% ELECTRONIC TECHNOLOGY - -------------------------------------------------------------------------------- Annual Report | 11 We appreciate your support and look forward to serving your investment needs in the years ahead. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2006, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 12 | Annual Report Performance Summary as of 6/30/06 FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table and graph do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses on the sale of Fund shares. PRICE INFORMATION - ----------------------------------------------------------------------------------------------------- SYMBOL: N/A CHANGE 6/30/06 6/30/05 - ----------------------------------------------------------------------------------------------------- Net Asset Value (NAV) +$0.39 $11.40 $11.01 - ----------------------------------------------------------------------------------------------------- PERFORMANCE 1 THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. - ----------------------------------------------------------------------------------------------------- 1-YEAR 3-YEAR INCEPTION (4/30/03) - ----------------------------------------------------------------------------------------------------- Cumulative Total Return 2 +4.44% +21.83% +30.48% - ----------------------------------------------------------------------------------------------------- Average Annual Total Return 3 +4.44% +6.80% +8.76% - ----------------------------------------------------------------------------------------------------- Value of $1,000,000 Investment 4 $1,044,420 $1,218,276 $1,304,773 - ----------------------------------------------------------------------------------------------------- PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, PLEASE CALL 1-800/321-8563. Annual Report | 13 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR HYPOTHETICAL $1 MILLION INVESTMENT 1 Total return represents the change in value of an investment over the periods shown. It includes any Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN - -------------------------------------------------------------------------------- 6/30/06 - -------------------------------------------------------------------------------- 1-Year +4.44% - -------------------------------------------------------------------------------- 3-Year +6.80% - -------------------------------------------------------------------------------- Since Inception (4/30/03) +8.76% - -------------------------------------------------------------------------------- 4/30/03-6/30/06 $ Millions Franklin Structured Large Cap Growth Equity Fund Russell 1000 Growth Index 5 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.] USD USD Franklin Structured Large Cap Growth Equity Fund Russell 1000 Growth Index 5 Apr-2003 * 1,000,000.00 1,000,000.00 Apr-03 1,000,000.00 1,000,000.00 May-03 1,055,000.00 1,049,917.74 Jun-03 1,071,000.02 1,064,373.28 Jul-03 1,094,000.07 1,090,859.64 Aug-03 1,119,999.95 1,117,989.49 Sep-03 1,109,999.93 1,106,021.71 Oct-03 1,170,999.81 1,168,142.74 Nov-03 1,184,999.84 1,180,372.57 Dec-03 1,227,458.61 1,221,195.05 Jan-04 1,249,565.93 1,246,132.36 Feb-04 1,253,776.79 1,254,050.07 Mar-04 1,230,616.79 1,230,787.86 Apr-04 1,210,615.24 1,216,478.26 May-04 1,228,511.50 1,239,153.37 Jun-04 1,256,934.53 1,254,637.19 Jul-04 1,186,403.03 1,183,709.48 Aug-04 1,182,192.17 1,177,864.90 Sep-04 1,189,561.18 1,189,066.46 Oct-04 1,209,562.75 1,207,611.88 Nov-04 1,242,196.72 1,249,150.84 Dec-04 1,287,857.51 1,298,129.87 Jan-05 1,244,739.64 1,254,839.52 Feb-05 1,249,278.41 1,268,193.82 Mar-05 1,223,180.79 1,245,087.50 Apr-05 1,199,353.57 1,221,377.49 May-05 1,257,221.65 1,280,470.09 Jun-05 1,249,280.28 1,275,749.98 Jul-05 1,306,014.29 1,338,103.20 Aug-05 1,286,725.59 1,320,868.00 Sep-05 1,287,861.96 1,326,951.40 Oct-05 1,273,109.10 1,314,054.85 Nov-05 1,328,710.98 1,370,749.25 Dec-05 1,317,362.66 1,366,450.40 Jan-06 1,345,975.63 1,390,442.36 Feb-06 1,343,687.00 1,388,233.23 Mar-06 1,359,709.13 1,408,729.05 Apr-06 1,353,988.70 1,406,815.14 May-06 1,303,629.07 1,359,129.75 Jun-06 1,304,773.64 1,353,766.14 ENDNOTES WHILE STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORT TERM. THESE PRICE MOVEMENTS MAY RESULT FROM FACTORS AFFECTING INDIVIDUAL COMPANIES, INDUSTRIES OR THE SECURITIES MARKET AS A WHOLE. INVESTING IN A FUND THAT FOCUSES IN ONE OR A FEW SECTORS INVOLVES SPECIAL RISKS, INCLUDING GREATER SENSITIVITY TO ECONOMIC, POLITICAL OR REGULATORY DEVELOPMENTS IN THAT SECTOR. THE FUND'S PORTFOLIO INCLUDES INVESTMENTS IN THE TECHNOLOGY SECTOR, WHICH HAS BEEN AMONG THE MARKET'S MOST VOLATILE SECTORS. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. 1. The Fund's manager and administrator have agreed in advance to waive a portion of their fees and to make certain payments to reduce expenses. If the manager and administrator had not taken this action, the Fund's total return would have been lower. The fee waiver may be discontinued at any time, upon notice to the Fund's Board of Trustees. 2. Cumulative total return represents the change in value of an investment over the periods indicated. 3. Average annual total return represents the average annual change in value of an investment over the periods indicated. 4. These figures represent the value of a hypothetical $1,000,000 investment in the Fund over the periods indicated. 5. Source: Standard & Poor's Micropal. The Russell 1000 Growth Index is market capitalization weighted and measures performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. 14 | Annual Report Your Fund's Expenses FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND As a Fund shareholder, you can incur two types of costs: o Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and o Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) of the table below provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) of the table below can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the Fund's actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 15 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. - ---------------------------------------------------------------------------------------------------------------- BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/06 VALUE 6/30/06 PERIOD* 1/1/06-6/30/06 - ---------------------------------------------------------------------------------------------------------------- Actual $1,000 $ 990.40 $3.45 - ---------------------------------------------------------------------------------------------------------------- Hypothetical (5% return before expenses) $1,000 $1,021.32 $3.51 - ---------------------------------------------------------------------------------------------------------------- * Expenses are equal to the annualized expense ratio, net of expense waivers, of 0.70% multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 16 | ANNUAL REPORT Institutional Fiduciary Trust FINANCIAL HIGHLIGHTS FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND ---------------------------------------------- YEAR ENDED JUNE 30, 2006 2005 2004 2003 e ---------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ......................... $11.78 $12.09 $10.68 $10.00 ---------------------------------------------- Income from investment operations a: Net investment income b ................................... 0.14 0.16 0.09 0.02 Net realized and unrealized gains (losses) ................ 0.78 0.61 1.71 0.66 ---------------------------------------------- Total from investment operations ........................... 0.92 0.77 1.80 0.68 ---------------------------------------------- Less distributions from: Net investment income ..................................... (0.22) (0.06) (0.09) -- Net realized gains ........................................ (0.87) (1.02) (0.30) -- ---------------------------------------------- Total distributions ........................................ (1.09) (1.08) (0.39) -- ---------------------------------------------- Net asset value, end of year ............................... $11.61 $11.78 $12.09 $10.68 ============================================== Total return c ............................................. 7.92% 6.56% 17.10% 6.80% RATIOS/SUPPLEMENTAL DATA Net assets, end of year (000's) ............................ $3,203 $2,969 $2,786 $2,137 Ratios to average net assets: Expenses before waiver and payments by affiliate .......... 2.39% d 2.26% d 3.66% 1.03% f Expenses net of waiver and payments by affiliate .......... 0.70% d 0.70% d 0.70% 0.12% f Net investment income ..................................... 1.18% 1.37% 0.81% 0.17%f Portfolio turnover rate .................................... 77.16% 112.78% 164.34% 9.93% a The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to timing of sales and repurchase of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. b Based on average daily shares outstanding. c Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. d Benefit of expense reduction is less than 0.01%. e For the period April 30, 2003 (commencement of operations) to June 30, 2003. f Not annualized. Annual Report | See notes to financial statements. | 17 Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 - -------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND SHARES VALUE - -------------------------------------------------------------------------------- COMMON STOCKS 99.2% COMMERCIAL SERVICES 0.4% a Dun & Bradstreet Corp. ........................... 90 $ 6,271 Moody's Corp. .................................... 78 4,248 SEI Investments Co. .............................. 61 2,982 ---------- 13,501 ---------- COMMUNICATIONS 2.9% AT&T Inc. ........................................ 1,234 34,416 BellSouth Corp. .................................. 472 17,086 CenturyTel Inc. .................................. 93 3,455 Sprint Nextel Corp. .............................. 357 7,137 Verizon Communications Inc. ...................... 928 31,079 ---------- 93,173 ---------- CONSUMER DURABLES 2.8% Black & Decker Corp. ............................. 221 18,666 a Electronic Arts Inc. ............................. 156 6,714 Ethan Allen Interiors Inc. ....................... 232 8,480 Ford Motor Co. ................................... 2,306 15,980 Furniture Brands International Inc. .............. 8 167 a Goodyear Tire & Rubber Co. ....................... 770 8,547 a Marvel Entertainment Inc. ........................ 362 7,240 a NVR Inc. ......................................... 27 13,264 The Ryland Group Inc. ............................ 243 10,587 ---------- 89,645 ---------- CONSUMER NON-DURABLES 8.6% Altria Group Inc. ................................ 448 32,897 Anheuser-Busch Cos. Inc. ......................... 536 24,436 The Coca-Cola Co. ................................ 1,147 49,344 Colgate-Palmolive Co. ............................ 511 30,609 General Mills Inc. ............................... 354 18,288 K-Swiss Inc., A .................................. 584 15,593 Loews Corp. - Carolina Group ..................... 37 1,901 PepsiCo Inc. ..................................... 523 31,401 The Procter & Gamble Co. ......................... 934 51,930 Seaboard Corp. ................................... 1 1,280 a Timberland Co., A ................................ 47 1,227 VF Corp. ......................................... 105 7,131 a The Warnaco Group Inc. ........................... 356 6,650 Wolverine World Wide Inc. ........................ 64 1,493 ---------- 274,180 ---------- CONSUMER SERVICES 2.2% CBS Corp., B ..................................... 219 5,924 Cendant Corp. .................................... 88 1,434 Clear Channel Communications Inc. ................ 175 5,416 a Comcast Corp. .................................... 183 5,991 Gannett Co. Inc. ................................. 21 1,175 IHOP Corp. ....................................... 85 4,087 18 | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - -------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND SHARES VALUE - -------------------------------------------------------------------------------- COMMON STOCKS (CONTINUED) CONSUMER SERVICES (CONTINUED) Meredith Corp. ................................... 180 $ 8,917 a Papa John's International Inc. ................... 144 4,781 Time Warner Inc. ................................. 128 2,214 a Viacom Inc., B ................................... 219 7,849 The Walt Disney Co. .............................. 767 23,010 ---------- 70,798 ---------- DISTRIBUTION SERVICES 2.0% a Brightpoint Inc. ................................. 76 1,028 Cardinal Health Inc. ............................. 118 7,591 CDW Corp. ........................................ 122 6,667 McKesson Corp. ................................... 81 3,830 a Performance Food Group Co. ....................... 145 4,405 Sysco Corp. ...................................... 865 26,435 a WESCO International Inc. ......................... 216 14,904 ---------- 64,860 ---------- ELECTRONIC TECHNOLOGY 10.8% a Agilent Technologies Inc. ........................ 378 11,930 a Apple Computer Inc. .............................. 309 17,650 Applied Materials Inc. ........................... 405 6,593 The Boeing Co. ................................... 477 39,071 a Broadcom Corp., A ................................ 16 481 a Ceradyne Inc. .................................... 179 8,859 a Cisco Systems Inc. ............................... 2,522 49,255 a Dell Inc. ........................................ 992 24,215 General Dynamics Corp. ........................... 380 24,875 Hewlett-Packard Co. .............................. 343 10,866 Intel Corp. ...................................... 2,666 50,521 a Lam Research Corp. ............................... 537 25,035 Lockheed Martin Corp. ............................ 289 20,733 Motorola Inc. .................................... 90 1,813 National Semiconductor Corp. ..................... 310 7,393 a NCR Corp. ........................................ 132 4,836 Nokia Corp., ADR (Finland) ....................... 937 18,984 a QLogic Corp. ..................................... 1,051 18,119 Texas Instruments Inc. ........................... 116 3,514 a Trident Microsystems Inc. ........................ 41 778 ---------- ---------- 345,521 ---------- ---------- ENERGY MINERALS 6.7% Chevron Corp. .................................... 299 18,556 Devon Energy Corp. ............................... 485 29,299 Exxon Mobil Corp. ................................ 2,097 128,651 Frontier Oil Corp. ............................... 580 18,792 Royal Dutch Shell PLC, A, ADR (United Kingdom) ... 133 8,908 Sunoco Inc. ...................................... 172 11,918 ---------- ---------- 216,124 ---------- Annual Report | 19 Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - -------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND SHARES VALUE - -------------------------------------------------------------------------------- COMMON STOCKS (CONTINUED) FINANCE 20.0% Advance America Cash Advance Centers Inc. ........ 100 $ 1,754 AFLAC Inc. ....................................... 760 35,226 The Allstate Corp. ............................... 125 6,841 American Express Co. ............................. 64 3,406 American International Group Inc. ................ 275 16,239 a AmeriCredit Corp. ................................ 406 11,336 Ameriprise Financial Inc. ........................ 149 6,656 Assurant Inc. .................................... 679 32,864 Bank of America Corp. ............................ 1,203 57,864 The Bank of New York Co. Inc. .................... 263 8,469 a Berkshire Hathaway Inc., B ....................... 1 3,043 BlackRock Inc., A ................................ 44 6,123 Capital One Financial Corp. ...................... 327 27,942 Chubb Corp. ...................................... 480 23,952 Citigroup Inc. ................................... 1,598 77,088 Commerce Group Inc. .............................. 234 6,912 a CompuCredit Corp. ................................ 16 615 Doral Financial Corp. (Puerto Rico) .............. 261 1,673 Fannie Mae ....................................... 559 26,888 Fidelity National Financial Inc. ................. 279 10,867 a FirstFed Financial Corp. ......................... 65 3,749 Genworth Financial Inc., A ....................... 219 7,630 Golden West Financial Corp. ...................... 226 16,769 The Goldman Sachs Group Inc. ..................... 91 13,689 Greenhill & Co. Inc. ............................. 3 182 Hartford Financial Services Group Inc. ........... 24 2,030 HCC Insurance Holdings Inc. ...................... 174 5,123 Investors Financial Services Corp. ............... 196 8,800 JPMorgan Chase & Co. ............................. 146 6,132 Lehman Brothers Holdings Inc. .................... 96 6,254 M&T Bancorp ...................................... 91 10,731 MGIC Investment Corp. ............................ 38 2,470 Morgan Stanley ................................... 121 7,648 Nationwide Financial Services Inc., A ............ 235 10,359 a NCO Group Inc. ................................... 57 1,507 Northern Trust Corp. ............................. 77 4,258 Old Republic International Corp. ................. 563 12,031 Protective Life Corp. ............................ 101 4,709 Prudential Financial Inc. ........................ 255 19,814 SAFECO Corp. ..................................... 314 17,694 Selective Insurance Group Inc. ................... 341 19,052 StanCorp Financial Group Inc. .................... 40 2,036 W. R. Berkley Corp. .............................. 642 21,911 Wachovia Corp. ................................... 122 6,598 Washington Mutual Inc. ........................... 421 19,189 Wells Fargo & Co. ................................ 596 39,980 Zenith National Insurance Corp. .................. 140 5,554 ---------- 641,657 ---------- 20 | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - -------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND SHARES VALUE - -------------------------------------------------------------------------------- COMMON STOCKS (CONTINUED) HEALTH SERVICES 2.8% Aetna Inc. ....................................... 295 $ 11,779 CIGNA Corp. ...................................... 244 24,037 a Coventry Health Care Inc. ........................ 15 824 a Express Scripts Inc. ............................. 220 15,783 HCA Inc. ......................................... 395 17,044 LCA-Vision Inc. .................................. 56 2,963 a Pediatrix Medical Group Inc. ..................... 21 951 UnitedHealth Group Inc. .......................... 364 16,300 ---------- 89,681 ---------- HEALTH TECHNOLOGY 10.4% Abbott Laboratories .............................. 445 19,406 a Alkermes Inc. .................................... 176 3,330 Alpharma Inc., A ................................. 654 15,722 a Amgen Inc. ....................................... 326 21,265 a Barr Pharmaceuticals Inc. ........................ 50 2,385 Bristol-Myers Squibb Co. ......................... 608 15,723 a Endo Pharmaceuticals Holdings Inc. ............... 647 21,338 a Forest Laboratories Inc. ......................... 114 4,411 a Invitrogen Corp. ................................. 1 66 Johnson & Johnson ................................ 982 58,841 Merck & Co. Inc. ................................. 1,495 54,463 Mylan Laboratories Inc. .......................... 174 3,480 Pfizer Inc. ...................................... 2,842 66,702 a Varian Medical Systems Inc. ...................... 32 1,515 a ViroPharma Inc. .................................. 134 1,155 a Waters Corp. ..................................... 486 21,578 Wyeth ............................................ 503 22,338 ---------- 333,718 ---------- INDUSTRIAL SERVICES 2.0% Building Materials Holding Corp. ................. 43 1,198 Halliburton Co. .................................. 100 7,421 a Helix Energy Solutions Group Inc. ................ 405 16,346 a Maverick Tube Corp. .............................. 454 28,688 a Superior Energy Services Inc. .................... 11 373 Todco, A ......................................... 233 9,518 ---------- 63,544 ---------- NON-ENERGY MINERALS 3.2% Eagle Materials Inc. ............................. 586 27,835 Florida Rock Industries Inc. ..................... 46 2,285 Freeport-McMoRan Copper & Gold Inc., B ........... 481 26,652 Louisiana-Pacific Corp. .......................... 48 1,051 Metal Management Inc. ............................ 280 8,574 Nucor Corp. ...................................... 198 10,741 Steel Dynamics Inc. .............................. 216 14,200 Texas Industries Inc. ............................ 15 796 Annual Report | 21 Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - -------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND SHARES VALUE - -------------------------------------------------------------------------------- COMMON STOCKS (CONTINUED) NON-ENERGY MINERALS (CONTINUED) United States Steel Corp. ........................ 80 $ 5,610 USEC Inc. ........................................ 273 3,235 ---------- 100,979 ---------- PROCESS INDUSTRIES 0.9% Agrium Inc. (Canada) ............................. 65 1,509 The Dow Chemical Co. ............................. 266 10,382 FMC Corp. ........................................ 100 6,439 H.B. Fuller Co. .................................. 8 348 Westlake Chemical Corp. .......................... 367 10,937 ---------- 29,615 ---------- PRODUCER MANUFACTURING 8.4% 3M Co. ........................................... 524 42,324 Autoliv Inc. (Sweden) ............................ 191 10,805 Crane Co. ........................................ 86 3,578 Cummins Inc. ..................................... 64 7,824 Emerson Electric Co. ............................. 4 335 a Energizer Holdings Inc. .......................... 360 21,085 Freightcar America Inc. .......................... 225 12,490 General Electric Co. ............................. 1,769 58,306 Honeywell International Inc. ..................... 118 4,755 Joy Global Inc. .................................. 283 14,741 a Mettler-Toledo International Inc. (Switzerland) .. 474 28,710 Mueller Industries Inc. .......................... 594 19,620 Simpson Manufacturing Co. Inc. ................... 230 8,292 a Terex Corp. ...................................... 9 888 Textron Inc. ..................................... 72 6,637 Toro Co. ......................................... 6 280 a TRW Automotive Holdings Corp. .................... 86 2,346 Tyco International Ltd. .......................... 100 2,750 United Technologies Corp. ........................ 318 20,168 Watsco Inc. ...................................... 28 1,675 ---------- 267,609 ---------- REAL ESTATE INVESTMENT TRUSTS 0.8% FelCor Lodging Trust Inc. ........................ 599 13,022 PS Business Parks Inc. ........................... 225 13,275 ---------- 26,297 ---------- RETAIL TRADE 4.2% Abercrombie & Fitch Co., A ....................... 34 1,885 Best Buy Co. Inc. ................................. 86 4,716 a Dollar Tree Stores Inc. .......................... 158 4,187 a Dress Barn Inc. .................................. 57 1,445 The Gap Inc. ..................................... 120 2,088 The Home Depot Inc. .............................. 354 12,670 a InterActiveCorp .................................. 597 15,814 22 | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - -------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND SHARES VALUE - -------------------------------------------------------------------------------- COMMON STOCKS (CONTINUED) RETAIL TRADE (CONTINUED) J.C. Penney Co. Inc. ............................. 152 $ 10,261 a Kohl's Corp. ..................................... 36 2,128 Limited Brands Inc. .............................. 253 6,474 Lowe's Cos. Inc. ................................. 70 4,247 a Pantry Inc. ...................................... 9 518 a Rent-A-Center Inc. ............................... 150 3,729 Ross Stores Inc. ................................. 153 4,292 The Sherwin-Williams Co. ......................... 116 5,508 Target Corp. ..................................... 94 4,594 Wal-Mart Stores Inc. ............................. 1,012 48,748 Williams-Sonoma Inc. ............................. 54 1,839 ---------- 135,143 ---------- TECHNOLOGY SERVICES 6.0% Accenture Ltd., A ................................ 91 2,577 Automatic Data Processing Inc. ................... 202 9,161 a CSG Systems International Inc. ................... 161 3,983 a Digital Insight Corp. ............................ 46 1,577 a EarthLink Inc. ................................... 1,858 16,090 Fair Isaac Corp. ................................. 27 980 First Data Corp. ................................. 91 4,099 Global Payments Inc. ............................. 229 11,118 a InfoSpace Inc. ................................... 120 2,721 International Business Machines Corp. ............ 516 39,639 a Intuit Inc. ...................................... 183 11,051 Microsoft Corp. .................................. 2,850 66,405 a MicroStrategy Inc. ............................... 122 11,898 a Oracle Corp. ..................................... 459 6,651 a Salesforce.com Inc. .............................. 14 373 United Online Inc. ............................... 240 2,880 ---------- 191,203 ---------- TRANSPORTATION 1.7% C.H. Robinson Worldwide Inc. ..................... 240 12,792 a Continental Airlines Inc., B ..................... 104 3,099 a EGL Inc. ......................................... 238 11,948 United Parcel Service Inc., B .................... 327 26,922 ---------- 54,761 ---------- UTILITIES 2.4% Entergy Corp. .................................... 201 14,221 Exelon Corp. ..................................... 104 5,910 PG&E Corp. ....................................... 511 20,072 TXU Corp. ........................................ 634 37,907 ---------- 78,110 ---------- TOTAL COMMON STOCKS (COST $3,006,856) ............ 3,180,119 ---------- Annual Report | 23 Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - ---------------------------------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND SHARES VALUE - ---------------------------------------------------------------------------------------------------------- SHORT TERM INVESTMENT (COST $8,375) 0.3% MONEY MARKET FUND 0.3% b Franklin Institutional Fiduciary Trust Money Market Portfolio, 4.83% ......... 8,375 $ 8,375 ---------- TOTAL INVESTMENTS (COST $3,015,231) 99.5% .................................... 3,188,494 OTHER ASSETS, LESS LIABILITIES 0.5% .......................................... 14,661 ---------- NET ASSETS 100.0% ............................................................ $3,203,155 ========== See Selected Portfolio Abbreviations on page 33. a Non-income producing for the twelve months ended June 30, 2006. b See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. 24 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust FINANCIAL HIGHLIGHTS FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND ---------------------------------------------- YEAR ENDED JUNE 30, 2006 2005 2004 2003 e ---------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ........................ $11.01 $11.94 $10.71 $10.00 ---------------------------------------------- Income from investment operations a: Net investment income b .................................. 0.06 0.09 0.04 0.01 Net realized and unrealized gains (losses) ............... 0.43 (0.14) 1.79 0.70 ---------------------------------------------- Total from investment operations .......................... 0.49 (0.05) 1.83 0.71 ---------------------------------------------- Less distributions from: Net investment income .................................... (0.05) (0.10) (0.06) -- Net realized gains ....................................... (0.05) (0.78) (0.54) -- ---------------------------------------------- Total distributions ....................................... (0.10) (0.88) (0.60) -- ---------------------------------------------- Net asset value, end of year .............................. $11.40 $11.01 $11.94 $10.71 ============================================== Total return c ............................................ 4.44% (0.61)% 17.36% 7.10% RATIOS/SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $2,883 $2,761 $2,974 $2,143 Ratios to average net assets: Expenses before waiver and payments by affiliate ......... 2.53% d 2.21% d 3.72% 1.03% f Expenses net of waiver and payments by affiliate ......... 0.70% d 0.70% d 0.70% 0.12% f Net investment income .................................... 0.49% 0.82% 0.32% 0.11% f Portfolio turnover rate ................................... 30.83% 73.10% 173.60% 11.93% a The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to timing of sales and repurchase of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. b Based on average daily shares outstanding. c Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. d Benefit of expense reduction is less than 0.01%. e For the period April 30, 2003 (commencement of operations) to June 30, 2003. f Not annualized. Annual Report | See notes to financial statements. | 25 Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 - ---------------------------------------------------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND COUNTRY SHARES VALUE - ---------------------------------------------------------------------------------------------------------------------------- LONG TERM INVESTMENTS 98.4% COMMON STOCKS 98.0% COMMERCIAL SERVICES 1.2% Moody's Corp. ................................................................ United States 204 $ 11,110 Robert Half International Inc. ............................................... United States 554 23,268 a Wright Express Corp. ......................................................... United States 9 258 ---------- 34,636 ---------- COMMUNICATIONS 2.1% America Movil SA de CV, L, ADR ............................................... Mexico 420 13,969 AT&T Inc. .................................................................... United States 204 5,690 a Embarq Corp. ................................................................. United States 16 656 a NII Holdings Inc. ............................................................ United States 290 16,350 Partner Communications Co. Ltd., ADR ......................................... Israel 814 6,683 Sprint Nextel Corp. .......................................................... United States 320 6,397 Telefonos de Mexico SA de CV, L, ADR ......................................... Mexico 533 11,102 ---------- 60,847 ---------- CONSUMER DURABLES 1.2% Eastman Kodak Co. ............................................................ United States 51 1,213 a Electronic Arts Inc. ......................................................... United States 162 6,973 Ethan Allen Interiors Inc. ................................................... United States 196 7,164 Ford Motor Co. ............................................................... United States 265 1,836 Furniture Brands International Inc. .......................................... United States 167 3,480 Harman International Industries Inc. ......................................... United States 101 8,622 a Meritage Homes Corp. ......................................................... United States 132 6,237 a Toll Brothers Inc. ........................................................... United States 4 102 ---------- 35,627 ---------- CONSUMER NON-DURABLES 7.8% American Greetings Corp., A .................................................. United States 120 2,521 Anheuser-Busch Cos. Inc. ..................................................... United States 71 3,237 Clorox Co. ................................................................... United States 137 8,353 The Coca-Cola Co. ............................................................ United States 591 25,425 Coca-Cola Femsa SA de CV, L, ADR ............................................. Mexico 47 1,387 a Guess? Inc. .................................................................. United States 78 3,257 K-Swiss Inc., A .............................................................. United States 200 5,340 Loews Corp. - Carolina Group ................................................. United States 285 14,640 PepsiCo Inc. ................................................................. United States 704 42,268 Phillips-Van Heusen Corp. .................................................... United States 54 2,061 The Procter & Gamble Co. ..................................................... United States 1,956 108,754 Reynolds American Inc. ....................................................... United States 24 2,767 Yankee Candle Co. Inc. ....................................................... United States 132 3,301 ---------- 223,311 ---------- CONSUMER SERVICES 3.8% a Apollo Group Inc., A ......................................................... United States 115 5,942 a eBay Inc. .................................................................... United States 306 8,963 Entercom Communications Corp. ................................................ United States 148 3,872 Gannett Co. Inc. ............................................................. United States 45 2,517 Hilton Hotels Corp. .......................................................... United States 305 8,625 26 | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - ---------------------------------------------------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND COUNTRY SHARES VALUE - ---------------------------------------------------------------------------------------------------------------------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) CONSUMER SERVICES (CONTINUED) IHOP Corp. ................................................................... United States 2 $ 96 International Game Technology ................................................ United States 110 4,173 Intrawest Corp. .............................................................. Canada 230 7,328 a Jack in the Box Inc. ......................................................... United States 32 1,254 Landry's Restaurants Inc. .................................................... United States 228 7,399 a Scholastic Corp. ............................................................. United States 123 3,194 a Univision Communications Inc., A ............................................. United States 517 17,320 a Vail Resorts Inc. ............................................................ United States 179 6,641 a Viacom Inc., B ............................................................... United States 267 9,569 The Walt Disney Co. .......................................................... United States 727 21,810 ---------- 108,703 ---------- DISTRIBUTION SERVICES 1.5% AmerisourceBergen Corp. ...................................................... United States 127 5,324 Cardinal Health Inc. ......................................................... United States 65 4,181 a Performance Food Group Co. ................................................... United States 399 12,122 Sysco Corp. .................................................................. United States 717 21,911 ---------- 43,538 ---------- ELECTRONIC TECHNOLOGY 16.7% a Agilent Technologies Inc. .................................................... United States 84 2,651 a Apple Computer Inc. .......................................................... United States 375 21,420 Applied Materials Inc. ....................................................... United States 1,397 22,743 a Ase Test Ltd. ................................................................ Taiwan 479 4,349 The Boeing Co. ............................................................... United States 476 38,989 a Brocade Communications Systems Inc. .......................................... United States 746 4,581 a Cisco Systems Inc. ........................................................... United States 4,519 88,256 a Dell Inc. .................................................................... United States 2,096 51,163 a EMC Corp. .................................................................... United States 635 6,966 Harris Corp. ................................................................. United States 297 12,329 Intel Corp. .................................................................. United States 4,075 77,221 KLA-Tencor Corp. ............................................................. United States 161 6,693 a Lam Research Corp. ........................................................... United States 310 14,452 Linear Technology Corp. ...................................................... United States 655 21,936 a Network Appliance Inc. ....................................................... United States 63 2,224 Nokia Corp., ADR ............................................................. Finland 665 13,473 a Powerwave Technologies Inc. .................................................. United States 368 3,356 QUALCOMM Inc. ................................................................ United States 969 38,828 Rockwell Automation Inc. ..................................................... United States 214 15,410 a Silicon Laboratories Inc. .................................................... United States 34 1,195 Siliconware Precision Industries Co. Ltd., ADR ............................... Taiwan 337 2,015 a Sycamore Networks Inc. ....................................................... United States 1,809 7,345 Texas Instruments Inc. ....................................................... United States 33 1,000 a Trident Microsystems Inc. .................................................... United States 140 2,657 a Varian Inc. .................................................................. United States 342 14,197 Xilinx Inc. .................................................................. United States 199 4,507 ---------- 479,956 ---------- Annual Report | 27 Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - ---------------------------------------------------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND COUNTRY SHARES VALUE - ---------------------------------------------------------------------------------------------------------------------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) ENERGY MINERALS 2.4% Devon Energy Corp. ........................................................... United States 540 $ 32,621 Exxon Mobil Corp. ............................................................ United States 327 20,062 Frontier Oil Corp. ........................................................... United States 84 2,722 Peabody Energy Corp. ......................................................... United States 32 1,784 Pogo Producing Co. ........................................................... United States 37 1,706 Valero Energy Corp. .......................................................... United States 172 11,441 ---------- 70,336 ---------- FINANCE 8.2% AFLAC Inc. ................................................................... United States 580 26,883 American Financial Group Inc. ................................................ United States 177 7,593 a AmeriCredit Corp. ............................................................ United States 56 1,564 AmerUs Group Co. ............................................................. United States 4 234 a Arch Capital Group Ltd. ...................................................... United States 301 17,897 Aspen Insurance Holdings Ltd. ................................................ United States 289 6,731 a Berkshire Hathaway Inc., B ................................................... United States 3 9,129 Calamos Asset Management Inc., A ............................................. United States 37 1,073 Doral Financial Corp. ........................................................ Puerto Rico 405 2,596 Downey Financial Corp. ....................................................... United States 73 4,953 a E*TRADE Financial Corp. ...................................................... United States 718 16,385 Fannie Mae ................................................................... United States 386 18,567 FBL Financial Group Inc., A .................................................. United States 111 3,596 Federated Investors Inc., B .................................................. United States 96 3,024 Fidelity National Financial Inc. ............................................. United States 194 7,556 First American Corp. ......................................................... United States 174 7,355 Freddie Mac .................................................................. United States 120 6,841 GATX Corp. ................................................................... United States 12 510 Golden West Financial Corp. .................................................. United States 239 17,734 a Knight Capital Group Inc. .................................................... United States 284 4,325 LandAmerica Financial Group Inc. ............................................. United States 55 3,553 Marsh & McLennan Cos. Inc. ................................................... United States 355 9,546 MetLife Inc. ................................................................. United States 57 2,919 Nuveen Investments ........................................................... United States 46 1,980 Ohio Casualty Corp. .......................................................... United States 52 1,546 RLI Corp. .................................................................... United States 137 6,601 Selective Insurance Group Inc. ............................................... United States 111 6,202 StanCorp Financial Group Inc. ................................................ United States 24 1,222 a United Rentals Inc. .......................................................... United States 31 991 Wachovia Corp. ............................................................... United States 104 5,624 Wells Fargo & Co. ............................................................ United States 446 29,918 XL Capital Ltd., A ........................................................... Bermuda 19 1,165 Zenith National Insurance Corp. .............................................. United States 14 555 ---------- 236,368 ---------- HEALTH SERVICES 3.7% Caremark Rx Inc. ............................................................. United States 415 20,696 CIGNA Corp. .................................................................. United States 14 1,379 a Community Health Systems Inc. ................................................ United States 6 221 28 | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - ---------------------------------------------------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND COUNTRY SHARES VALUE - ---------------------------------------------------------------------------------------------------------------------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) HEALTH SERVICES (CONTINUED) a Express Scripts Inc. ......................................................... United States 150 $ 10,761 HCA Inc. ..................................................................... United States 109 4,703 a Health Net Inc., A ........................................................... United States 62 2,801 a Kindred Healthcare Inc. ...................................................... United States 263 6,838 a Molina Healthcare Inc. ....................................................... United States 26 989 Quest Diagnostics Inc. ....................................................... United States 90 5,393 UnitedHealth Group Inc. ...................................................... United States 404 18,091 a VCA Antech Inc. .............................................................. United States 200 6,386 a WellPoint Inc. ............................................................... United States 400 29,108 ---------- 107,366 ---------- HEALTH TECHNOLOGY 13.6% Abbott Laboratories .......................................................... United States 445 19,406 a Alkermes Inc. ................................................................ United States 63 1,192 Alpharma Inc., A ............................................................. United States 333 8,005 a Amgen Inc. ................................................................... United States 990 64,578 a Bio-Rad Laboratories Inc., A ................................................. United States 64 4,156 Biomet Inc. .................................................................. United States 134 4,193 Biovail Corp. ................................................................ Canada 143 3,348 a Boston Scientific Corp. ...................................................... United States 936 15,762 a Celgene Corp. ................................................................ United States 182 8,632 Eli Lilly and Co. ............................................................ United States 236 13,044 a Endo Pharmaceuticals Holdings Inc. ........................................... United States 270 8,904 a Genentech Inc. ............................................................... United States 106 8,671 a Invitrogen Corp. ............................................................. United States 38 2,511 Johnson & Johnson ............................................................ United States 1,961 117,503 a King Pharmaceuticals Inc. .................................................... United States 226 3,842 Medtronic Inc. ............................................................... United States 453 21,255 Merck & Co. Inc. ............................................................. United States 176 6,412 Pfizer Inc. .................................................................. United States 1,096 25,723 Schering-Plough Corp. ........................................................ United States 262 4,986 Serono SA, ADR ............................................................... Switzerland 142 2,435 a Varian Medical Systems Inc. .................................................. United States 419 19,840 a ViroPharma Inc. .............................................................. United States 102 879 a Waters Corp. ................................................................. United States 14 622 Wyeth ........................................................................ United States 472 20,961 a Zimmer Holdings Inc. ......................................................... United States 92 5,218 ---------- 392,078 ---------- INDUSTRIAL SERVICES 1.5% a Dycom Industries Inc. ........................................................ United States 199 4,237 Granite Construction Inc. .................................................... United States 62 2,807 Halliburton Co. .............................................................. United States 39 2,894 a Helix Energy Solutions Group Inc. ............................................ United States 361 14,570 a Jacobs Engineering Group Inc. ................................................ United States 54 4,300 Smith International Inc. ..................................................... United States 41 1,823 a Veritas DGC Inc. ............................................................. United States 270 13,927 ---------- 44,558 ---------- Annual Report | 29 Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - ---------------------------------------------------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND COUNTRY SHARES VALUE - ---------------------------------------------------------------------------------------------------------------------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) NON-ENERGY MINERALS 1.9% Cemex SA de CV, CPO, ADR ..................................................... Mexico 120 $ 6,836 a Century Aluminum Co. ......................................................... United States 1 36 Companhia Vale do Rio Doce, ADR .............................................. Brazil 154 3,702 Freeport-McMoRan Copper & Gold Inc., B ....................................... United States 70 3,879 Louisiana-Pacific Corp. ...................................................... United States 22 482 Mittal Steel Co. NV, N.Y. shs., A ............................................ Netherlands 223 6,804 Nucor Corp. .................................................................. United States 70 3,797 Quanex Corp. ................................................................. United States 105 4,522 Southern Copper Corp. ........................................................ United States 37 3,298 Steel Dynamics Inc. .......................................................... United States 169 11,110 Texas Industries Inc. ........................................................ United States 169 8,974 ---------- 53,440 ---------- PROCESS INDUSTRIES 1.8% Agrium Inc. .................................................................. Canada 320 7,430 Bunge Ltd. ................................................................... United States 31 1,558 Celanese Corp., A ............................................................ United States 116 2,369 Eastman Chemical Co. ......................................................... United States 13 702 FMC Corp. .................................................................... United States 86 5,538 H.B. Fuller Co. .............................................................. United States 149 6,492 a Headwaters Inc. .............................................................. United States 258 6,594 Lyondell Chemical Co. ........................................................ United States 602 13,641 a PolyOne Corp. ................................................................ United States 75 659 Westlake Chemical Corp. ...................................................... United States 258 7,688 ---------- 52,671 ---------- PRODUCER MANUFACTURING 8.0% 3M Co. ....................................................................... United States 444 35,862 A.O. Smith Corp. ............................................................. United States 116 5,378 ArvinMeritor Inc. ............................................................ United States 12 206 Commercial Metals Co. ........................................................ United States 22 565 General Electric Co. ......................................................... United States 2,757 90,871 Kennametal Inc. .............................................................. United States 60 3,735 a Mettler-Toledo International Inc. ............................................ Switzerland 265 16,051 Modine Manufacturing Co. ..................................................... United States 2 47 Mueller Industries Inc. ...................................................... United States 229 7,564 a Terex Corp. .................................................................. United States 166 16,384 Tyco International Ltd. ...................................................... United States 180 4,950 United Technologies Corp. .................................................... United States 778 49,341 ---------- 230,954 ---------- REAL ESTATE INVESTMENT TRUSTS 0.1% Boston Properties Inc. ....................................................... United States 28 2,531 Post Properties Inc. ......................................................... United States 17 771 ---------- 3,302 ---------- RETAIL TRADE 7.5% Abercrombie & Fitch Co., A ................................................... United States 55 3,049 Best Buy Co. Inc. ............................................................ United States 118 6,471 30 | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - ---------------------------------------------------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND COUNTRY SHARES VALUE - ---------------------------------------------------------------------------------------------------------------------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) RETAIL TRADE (CONTINUED) a Charming Shoppes Inc. ........................................................ United States 557 $ 6,261 a Children's Place Retail Stores Inc. .......................................... United States 40 2,402 Dillard's Inc., A ............................................................ United States 132 4,204 The Home Depot Inc. .......................................................... United States 814 29,133 Longs Drug Stores Corp. ...................................................... United States 37 1,688 Lowe's Cos. Inc. ............................................................. United States 858 52,055 a Pacific Sunwear of California Inc. ........................................... United States 99 1,775 a Pantry Inc. .................................................................. United States 44 2,532 Ross Stores Inc. ............................................................. United States 56 1,571 Target Corp. ................................................................. United States 476 23,262 a Too Inc. ..................................................................... United States 129 4,952 Wal-Mart Stores Inc. ......................................................... United States 1,382 66,571 Walgreen Co. ................................................................. United States 209 9,371 ---------- 215,297 ---------- TECHNOLOGY SERVICES 11.2% Accenture Ltd., A ............................................................ United States 429 12,149 Adobe Systems Inc. ........................................................... United States 1 30 a CSG Systems International Inc. ............................................... United States 109 2,697 a EarthLink Inc. ............................................................... United States 732 6,339 Fair Isaac Corp. ............................................................. United States 48 1,743 First Data Corp. ............................................................. United States 516 23,241 a Google Inc., A ............................................................... United States 84 35,224 International Business Machines Corp. ........................................ United States 315 24,198 a Mercury Interactive Corp. .................................................... United States 254 8,882 Microsoft Corp. .............................................................. United States 5,574 129,874 a MicroStrategy Inc. ........................................................... United States 2 195 a Novell Inc. .................................................................. United States 515 3,415 Paychex Inc. ................................................................. United States 694 27,052 a RealNetworks Inc. ............................................................ United States 191 2,044 SAP AG, ADR .................................................................. Germany 23 1,208 a Sybase Inc. .................................................................. United States 509 9,875 a Symantec Corp. ............................................................... United States 243 3,776 a Yahoo! Inc. .................................................................. United States 907 29,931 ---------- 321,873 ---------- TRANSPORTATION 3.4% a British Airways PLC, ADR ..................................................... United Kingdom 58 3,684 C.H. Robinson Worldwide Inc. ................................................. United States 141 7,515 a Continental Airlines Inc., B ................................................. United States 264 7,867 a EGL Inc. ..................................................................... United States 21 1,054 Expeditors International of Washington Inc. .................................. United States 640 35,846 Lan Airlines SA, ADR ......................................................... Chile 144 4,686 Overseas Shipholding Group Inc. .............................................. United States 218 12,895 Southwest Airlines Co. ....................................................... United States 1,277 20,905 a YRC Worldwide Inc. ........................................................... United States 101 4,253 ---------- 98,705 ---------- Annual Report | 31 Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (CONTINUED) - ---------------------------------------------------------------------------------------------------------------------------- FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND COUNTRY SHARES VALUE - ---------------------------------------------------------------------------------------------------------------------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) UTILITIES 0.4% Cleco Corp. .................................................................. United States 50 $ 1,162 a NRG Energy Inc. .............................................................. United States 209 10,070 ---------- 11,232 ---------- TOTAL COMMON STOCKS (COST $2,574,297) ........................................ 2,824,798 ---------- PREFERRED STOCK (COST $9,958) 0.4% PROCESS INDUSTRIES 0.4% Aracruz Celulose SA, ADR, pfd ................................................ Brazil 249 13,053 ---------- TOTAL LONG TERM INVESTMENTS (COST $2,584,255) ................................ 2,837,851 ---------- SHORT TERM INVESTMENT (COST $30,286) 1.1% MONEY MARKET FUND 1.1% b Franklin Institutional Fiduciary Trust Money Market Portfolio, 4.83% ......... United States 30,286 30,286 ---------- TOTAL INVESTMENTS (COST $2,614,541) 99.5% .................................... 2,868,137 OTHER ASSETS, LESS LIABILITIES 0.5% .......................................... 14,714 ---------- NET ASSETS 100.0% ............................................................ $2,882,851 ========== See Selected Portfolio Abbreviations on page 33. a Non-income producing for the twelve months ended June 30, 2006. b See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. 32 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 SELECTED PORTFOLIO ABBREVIATIONS ADR - American Depository Receipt MGIC - Mortgage Guaranty Insurance Corp. CPO - Certificates of Ordinary Participation Annual Report | See notes to financial statements. | 33 Institutional Fiduciary Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES June 30, 2006 ----------------------------------------- FRANKLIN STRUCTURED FRANKLIN STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND ----------------------------------------- Assets: Investments in securities: Cost - Unaffiliated issuers ................................ $3,006,856 $2,584,255 Cost - Sweep Money Fund (Note 7) ........................... 8,375 30,286 ------------------------------- Total cost of investments .................................. $3,015,231 $2,614,541 =============================== Value - Unaffiliated issuers ............................... $3,180,119 $2,837,851 Value - Sweep Money Fund (Note 7) .......................... 8,375 30,286 ------------------------------- Total value of investments ................................. 3,188,494 2,868,137 Receivables: Dividends .................................................. 3,206 1,448 Affiliates ................................................. 31,134 33,081 ------------------------------- Total assets ......................................... 3,222,834 2,902,666 ------------------------------- Liabilities: Payables: Reports to shareholders .................................... 4,570 5,504 Professional fees .......................................... 13,146 13,146 Pricing fees ............................................... 1,829 1,072 Accrued expenses and other liabilities ...................... 134 93 ------------------------------- Total liabilities .................................... 19,679 19,815 ------------------------------- Net assets, at value ............................... $3,203,155 $2,882,851 =============================== Net assets consist of: Paid-in capital ............................................. $2,852,660 $2,606,354 Undistributed net investment income ......................... 19,507 7,853 Net unrealized appreciation (depreciation) .................. 173,263 253,596 Accumulated net realized gain (loss) ........................ 157,725 15,048 =============================== Net assets, at value ......................................... $3,203,155 $2,882,851 =============================== Shares outstanding ........................................... 275,889 252,939 =============================== Net asset value and maximum offering price per share ......... $ 11.61 $ 11.40 =============================== 34 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended June 30, 2006 ---------------------------------------- FRANKLIN STRUCTURED FRANKLIN STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND ---------------------------------------- Investment income: Dividends: Unaffiliated issuers ....................................................... $ 58,301 $ 34,269 Sweep Money Fund (Note 7) .................................................. 401 413 ---------------------------- Total investment income .............................................. 58,702 34,682 ---------------------------- Expenses: Management fees (Note 3a) .................................................. 15,536 14,502 Administrative fees (Note 3b) .............................................. 6,231 5,815 Transfer agent fees (Note 3c) .............................................. 184 209 Custodian fees (Note 4) .................................................... 77 82 Reports to shareholders .................................................... 9,952 10,848 Registration and filing fees ............................................... 13,432 13,357 Professional fees .......................................................... 20,508 20,731 Pricing fees ............................................................... 6,017 5,122 Trustees' fees and expenses ................................................ 37 35 Other ...................................................................... 2,731 2,975 ---------------------------- Total expenses ....................................................... 74,705 73,676 Expense reductions (Note 4) .......................................... (7) (5) Expenses waived/paid by affiliates (Note 3d) ......................... (52,828) (53,317) ---------------------------- Net expenses ....................................................... 21,870 20,354 ---------------------------- Net investment income ............................................. 36,832 14,328 ---------------------------- Realized and unrealized gains (losses): Net realized gain (loss) from: Investments ................................................................ 234,104 73,848 Foreign currency transactions .............................................. 4 (52) ---------------------------- Net realized gain (loss) .................................................... 234,108 73,796 ---------------------------- Net change in unrealized appreciation (depreciation) on investments ......... (36,905) 34,171 ---------------------------- Net realized and unrealized gain (loss) ...................................... 197,203 107,967 ---------------------------- Net increase (decrease) in net assets resulting from operations .............. $234,035 $122,295 ============================ Annual Report | See notes to financial statements. | 35 Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS ------------------------------------------------------- FRANKLIN STRUCTURED FRANKLIN STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND YEAR ENDED JUNE 30, YEAR ENDED JUNE 30, ------------------------------------------------------- 2006 2005 2006 2005 ------------------------------------------------------- Increase (decrease) in net assets: Operations: Net investment income ............................................. $ 36,832 $ 38,606 $ 14,328 $ 23,518 Net realized gain (loss) from investments and foreign currency transactions .................................................... 234,108 154,431 73,796 (28,599) Net change in unrealized appreciation (depreciation) on investments .................................................. (36,905) (9,893) 34,171 (11,837) ------------------------------------------------------- Net increase (decrease) in net assets resulting from operations ........................................... 234,035 183,144 122,295 (16,918) ------------------------------------------------------- Distributions to shareholders from: Net investment income ............................................. (56,237) (13,085) (13,541) (24,746) Net realized gains ................................................ (218,748) (235,307) (12,162) (194,106) ------------------------------------------------------- Total distributions to shareholders ................................ (274,985) (248,392) (25,703) (218,852) ------------------------------------------------------- Capital share transactions (Note 2) ................................ 274,985 248,392 25,703 21,831 ------------------------------------------------------- Net increase (decrease) in net assets ........................ 234,035 183,144 122,295 (213,939) Net assets: Beginning of year .................................................. 2,969,120 2,785,976 2,760,556 2,974,495 ------------------------------------------------------- End of year ........................................................ $3,203,155 $2,969,120 $2,882,851 $2,760,556 ======================================================= Undistributed net investment income included in net assets: End of year ........................................................ $ 19,507 $ 38,691 $ 7,853 $ 7,066 ======================================================= 36 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Institutional Fiduciary Trust (the Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end investment company, consisting of four separate series. All funds included in this report (the Funds) are diversified. The financial statements of the remaining funds in the series are presented separately. The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Securities listed on a securities exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Over-the-counter securities and listed securities for which there is no reported sale are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Investments in open-end mutual funds are valued at the closing net asset value. The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust's Board of Trustees. B. FOREIGN CURRENCY TRANSLATION Portfolio securities and other assets and liabilities denominated in foreign currency are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust's Board of Trustees. The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments on the Statement of Operations. Annual Report | 37 Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) B. FOREIGN CURRENCY TRANSLATION (CONTINUED) Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. C. FOREIGN CURRENCY CONTRACTS When the Funds purchase or sell foreign securities they may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate on a specified date. Realized and unrealized gains and losses on these contracts may be in excess of the amount reflected in the Statement of Operations. The risk of these contracts includes movement in the values of the foreign currencies relative to the U.S. dollar and possible inability of the counter parties to fulfill their obligations under the contracts, which may be in excess of the amounts reflected in the Statement of Assets and Liabilities. D. INCOME TAXES No provision has been made for U.S. income taxes because each fund intends to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. E. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Dividend income is recorded on the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. 38 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) F. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. G. REDEMPTION FEES A short term trading redemption fee will be imposed, with some exceptions, on any Fund shares that are redeemed or exchanged within seven calendar days following their purchase date. The redemption fee is 2% of the amount redeemed. Such fees are retained by the Funds and accounted for as an addition to paid-in capital. There were no redemption fees for the year. H. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2006, there were an unlimited number of shares authorized ($0.01 par value). Transactions in the Funds' shares were as follows: ------------------------------------------------- FRANKLIN FRANKLIN STRUCTURED LARGE CAP STRUCTURED LARGE CAP CORE EQUITY FUND GROWTH EQUITY FUND ------------------------------------------------- SHARES AMOUNT SHARES AMOUNT ------------------------------------------------- CLASS A SHARES: Year ended June 30, 2006 Shares issued in reinvestment of distributions ...... 23,933 $ 274,985 2,178 $ 25,703 ------------------------------------------------- Net increase (decrease) ............................. 23,933 $ 274,985 2,178 $ 25,703 ================================================= Year ended June 30, 2005 Shares issued in reinvestment of distributions ...... 21,580 $ 248,392 18,115 $ 204,333 Shares redeemed ..................................... -- -- (16,531) (182,502) ------------------------------------------------- Net increase (decrease) ............................. 21,580 $ 248,392 1,584 $ 21,831 ================================================= Annual Report | 39 Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the following subsidiaries: - ------------------------------------------------------------------------------------------------ SUBSIDIARY AFFILIATION - ------------------------------------------------------------------------------------------------ Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent A. MANAGEMENT FEES The Funds pay an investment management fee to Advisers of 0.50% per year of the average daily net assets of each of the Funds. B. ADMINISTRATIVE FEES The Funds pay an administrative fee to FT Services of 0.20% per year of the average daily net assets of each of the Funds. C. TRANSFER AGENT FEES The Funds paid transfer agent fees as noted in the Statement of Operations of which the following amounts were retained by Investor Services: ------------------------------------- FRANKLIN FRANKLIN STRUCTURED STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND ------------------------------------- Transfer agent fees ................... $48 $52 D. VOLUNTARY WAIVER AND EXPENSE REIMBURSEMENTS FT Services agreed in advance to voluntarily waive administrative fees. Additionally, Advisers agreed in advance to voluntarily waive management fees and assume payment of other expenses. Total expenses waived /paid by FT Services and Adviser are not subject to reimbursement by the Funds subsequent to the Funds' fiscal year end. E. OTHER AFFILIATED TRANSACTIONS At June 30, 2006, Advisers owned 89.80% and 90.50% of the Franklin Structured Large Cap Core Equity Fund and the Franklin Structured Large Cap Growth Equity Funds' outstanding shares, respectively. 40 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. EXPENSE OFFSET ARRANGEMENT The Funds have entered into an arrangement with their custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Funds' custodian expenses. During the year ended June 30, 2006, the custodian fees were reduced as noted in the Statement of Operations. 5. INCOME TAXES During the year ended June 30, 2006, the Franklin Structured Large Cap Growth Equity Fund utilized $16,486 of capital loss carryforwards. For tax purposes, realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At June 30, 2006, the Franklin Structured Large Cap Growth Fund deferred realized currency losses of $52. The tax character of distributions paid during the years ended June 30, 2006 and 2005, was as follows: ----------------------------------------------- FRANKLIN STRUCTURED FRANKLIN STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND ----------------------------------------------- 2006 2005 2006 2005 ----------------------------------------------- Distributions paid from: Ordinary income ................. $208,872 $203,145 $ 13,541 $141,294 Long term capital gain .......... 66,113 45,247 12,162 77,558 ----------------------------------------------- $274,985 $248,392 $ 25,703 $218,852 =============================================== At June 30, 2006, the cost of investments, net unrealized appreciation (depreciation), undistributed ordinary income and undistributed long term capital gains for income tax purposes were as follows: --------------------------------- FRANKLIN FRANKLIN STRUCTURED STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND --------------------------------- Cost of investments .............................. $3,020,258 $2,636,990 ---------------------------- Unrealized appreciation .......................... $ 333,800 $ 374,217 Unrealized depreciation .......................... (165,564) (143,070) ---------------------------- Net unrealized appreciation (depreciation) ....... $ 168,236 $ 231,147 ============================ Undistributed ordinary income .................... $ 133,914 $ 16,756 Undistributed long term capital gains ............ 48,345 28,644 ---------------------------- Distributable earnings ........................... $ 182,259 $ 45,400 ============================ Annual Report | 41 Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INCOME TAXES (CONTINUED) Net investment income differs for financial statement and tax purposes primarily due to differing treatment of foreign currency transactions. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and foreign currency transactions. 6. INVESTMENT TRANSACTIONS Purchases and sales (excluding short term securities) for the year ended June 30, 2006, were as follows: ----------------------------------- FRANKLIN FRANKLIN STRUCTURED STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND ----------------------------------- Purchases ............................... $2,475,584 $889,566 Sales ................................... $2,395,899 $921,815 7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO The Funds may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (the Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Funds are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund. 8. REGULATORY MATTERS As part of various investigations by a number of federal, state, and foreign regulators and governmental entities, relating to certain practices in the mutual fund industry, including late trading, market timing and marketing support payments to securities dealers who sell fund shares, Franklin Resources, Inc. and certain of its subsidiaries (collectively, the "Company"), entered into settlements with certain of those regulators. Specifically, the Company entered into settlements with the Securities and Exchange Commission ("SEC") concerning market timing (the "August 2, 2004 SEC Order") and marketing support payments to securities dealers who sell fund shares (the "December 13, 2004 SEC Order") and with the California Attorney General's Office ("CAGO") concerning marketing support payments to securities dealers who sell fund shares (the "CAGO Settlement"). Under the terms of the settlements with the SEC and the CAGO, the Company retained an Independent Distribution Consultant ("IDC") to develop separate plans for the distribution of the respective settlement monies. The CAGO approved the distribution plan pertaining to the distribution of the monies owed under the CAGO settlement agreement, and in March 2005, the disbursement of monies 42 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 8. REGULATORY MATTERS (CONTINUED) to the relevant funds in accordance with the terms and conditions of that settlement was completed. The Trust did not participate in the CAGO Settlement. On June 23, 2006, the SEC approved the IDC's proposed plan of distribution arising from the December 13, 2004 SEC Order and disbursement of the settlement monies to the designated funds in accordance with the terms and conditions of the SEC's order and the plan will be completed in August, 2006. The Trust did not participate in the December 13, 2004 SEC Order. The IDC has also completed a proposed Plan of Distribution under the August 2, 2004 SEC Order resolving the SEC's market timing investigation and has submitted that plan to the SEC staff, where it is under review. The SEC has announced the following expected schedule with respect to the market timing Plan of Distribution: "The SEC anticipates that Notice of the Plan will be published on or after September 15, 2006. After publication and comment, the proposed Distribution Plan will be submitted to the SEC for approval. When the SEC approves the proposed Distribution Plan, with modifications as appropriate, distributions will begin pursuant to that Plan. The SEC anticipates the distribution will begin in the fall of 2006." In addition, the Company, as well as most of the mutual funds within Franklin Templeton Investments and certain current or former officers, directors, and/or employees, have been named in private lawsuits (styled as shareholder class actions, or as derivative actions on behalf of either the named funds or Franklin Resources, Inc.) relating to the industry practices referenced above, as well as to allegedly excessive advisory fees, commissions, and/or 12b-1 fees. The lawsuits were filed in different courts throughout the country. Many of those suits are now pending in a multi-district litigation in the United States District Court for the District of Maryland. The Company and fund management strongly believe that the claims made in each of the private lawsuits referenced above are without merit and intend to defend against them vigorously. The Company cannot predict with certainty the eventual outcome of these lawsuits, nor whether they will have a material negative impact on the Company. If it is determined that the Company bears responsibility for any unlawful or inappropriate conduct that caused losses to the Trust, it is committed to making the Trust or its shareholders whole, as appropriate. 9. FASB INTERPRETATION NO. 48 In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. We have not yet completed our evaluation of the impact, if any, of adopting FIN 48 on the Trust's financial statements. Annual Report | 43 Institutional Fiduciary Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF INSTITUTIONAL FIDUCIARY TRUST In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Structured Large Cap Core Equity Fund and Franklin Structured Large Cap Growth Equity Fund (separate portfolios of Institutional Fiduciary Trust, hereafter referred to as the "Funds") at June 30, 2006, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 16, 2006 44 | Annual Report Institutional Fiduciary Trust TAX DESIGNATION (UNAUDITED) Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Funds designate the maximum amount allowable but no less than the following amounts as long term capital gain dividends for the fiscal year ended June 30, 2006: -------------------------------------- FRANKLIN FRANKLIN STRUCTURED STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND -------------------------------------- $74,952 $40,806 Under Section 871(k)(2)(C) of the Code, the Funds designate the maximum amount allowable but no less than the following amounts as short term capital gain dividends for purposes of the tax imposed under Section 871(a)(1)(A) of the Code for the fiscal year ended June 30, 2006: -------------------------------------- FRANKLIN FRANKLIN STRUCTURED STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND -------------------------------------- $157,202 $8,903 Under Section 854(b)(2) of the Code, the Funds designate the following maximum amounts as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended June 31, 2006: -------------------------------------- FRANKLIN FRANKLIN STRUCTURED STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND -------------------------------------- $58,067 $33,932 In January 2007, shareholders will receive Form 1099-DIV which includes their share of qualified dividends distributed during the calendar year 2006. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns. Under Section 854(b)(2) of the Code, the Funds designate the following percentage amounts of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended June 30, 2006: -------------------------------------- FRANKLIN FRANKLIN STRUCTURED STRUCTURED LARGE CAP CORE LARGE CAP GROWTH EQUITY FUND EQUITY FUND -------------------------------------- 27.40% 100% Annual Report | 45 Institutional Fiduciary Trust BOARD MEMBERS AND OFFICERS The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Fund, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Each board member will serve until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ HARRIS J. ASHTON (1932) Trustee Since 1985 141 Director, Bar-S Foods (meat packing One Franklin Parkway company). San Mateo, CA 94403-1906 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). - ------------------------------------------------------------------------------------------------------------------------------------ ROBERT F. CARLSON (1928) Trustee Since 1998 56 None One Franklin Parkway San Mateo, CA 94403-1906 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS); and FORMERLY, member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. - ------------------------------------------------------------------------------------------------------------------------------------ S. JOSEPH FORTUNATO (1932) Trustee Since 1989 142 None One Franklin Parkway San Mateo, CA 94403-1906 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Attorney; and FORMERLY, member of the law firm of Pitney, Hardin, Kipp & Szuch (until 2002) (Consultant (2003)). - ------------------------------------------------------------------------------------------------------------------------------------ EDITH E. HOLIDAY (1952) Trustee Since 2005 137 Director, Hess Corporation (formerly, One Franklin Parkway Amerada Hess Corporation) (explo- San Mateo, CA 94403-1906 ration and refining of oil and gas), H.J. Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distri- bution of titanium), Canadian National Railway (railroad), and White Mountains Insurance Group, Ltd. (holding company). - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989). - ------------------------------------------------------------------------------------------------------------------------------------ 46 | Annual Report - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ FRANK W.T. LAHAYE (1929) Trustee Since 1985 114 Director, Center for Creative Land One Franklin Parkway Recycling (redevelopment). San Mateo, CA 94403-1906 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). - ------------------------------------------------------------------------------------------------------------------------------------ GORDON S. MACKLIN (1928) Trustee Since 1992 141 Director, Martek Biosciences One Franklin Parkway Corporation, MedImmune, Inc. San Mateo, CA 94403-1906 (biotechnology), and Overstock.com (Internet services); and FORMERLY, Director, MCI Communication Corporation (subsequently known as MCI WorldCom, Inc. and WorldCom, Inc.) (communications services) (1988-2002), White Mountains Insurance Group, Ltd. (holding com- pany) (1987-2004) and Spacehab, Inc. (aerospace services) (1994-2003). - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company) (2001-2004); Chairman, White River Corporation (financial services) (1993-1998) and Hambrecht & Quist Group (investment banking) (1987-1992); and President, National Association of Securities Dealers, Inc. (1970-1987). - ------------------------------------------------------------------------------------------------------------------------------------ FRANK A. OLSON (1932) Trustee Since 2005 104 Director, Hess Corporation (formerly, One Franklin Parkway Amerada Hess Corporation) (explo- San Mateo, CA 94403-1906 ration and refining of oil and gas) and Sentient Jet (private jet service); and FORMERLY, Director, Becton Dickinson and Company (medical technology), Cooper Industries, Inc. (electrical products and tools and hardware), Health Net, Inc. (formerly, Foundation Health) (integrated managed care), The Hertz Corporation, Pacific Southwest Airlines, The RCA Corporation, Unicom (formerly, Commonwealth Edison), UAL Corporation (airlines) and White Mountains Insurance Group, Ltd. (holding company). - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). - ------------------------------------------------------------------------------------------------------------------------------------ Annual Report | 47 INTERESTED BOARD MEMBERS AND OFFICERS - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ **CHARLES B. JOHNSON (1933) Trustee and Trustee since 141 None One Franklin Parkway Chairman of 1985 and San Mateo, CA 94403-1906 the Board Chairman of the Board since 1993 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President, Franklin Templeton Distributors, Inc.; Director, Fiduciary Trust Company International; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ **RUPERT H. JOHNSON, JR. (1940) Trustee, Trustee since 123 None One Franklin Parkway President and 1985, President San Mateo, CA 94403-1906 Chief and Chief Executive Executive Officer - Officer - Investment Investment Management Management since 2002 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Director, Franklin Advisers, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ HARMON E. BURNS (1945) Vice President Since 1986 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ JAMES M. DAVIS (1952) Chief Chief Compliance Not Applicable Not Applicable One Franklin Parkway Compliance Officer since 2004 San Mateo, CA 94403-1906 Officer and and Vice Vice President President - AML - AML Compliance since Compliance February 2006 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). - ------------------------------------------------------------------------------------------------------------------------------------ LAURA FERGERSON (1962) Treasurer Since 2004 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 31 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003). - ------------------------------------------------------------------------------------------------------------------------------------ 48 | Annual Report - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ JIMMY D. GAMBILL (1947) Senior Vice Since 2002 Not Applicable Not Applicable 500 East Broward Blvd. President and Suite 2100 Chief Fort Lauderdale, FL 33394-3091 Executive Officer - Finance and Administration - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ DAVID P. GOSS (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and director of one of the subsidiaries of Franklin Resources, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ BARBARA J. GREEN (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Deputy General Counsel and Secretary, Franklin Resources, Inc.; Secretary and Senior Vice President, Templeton Worldwide, Inc.; Secretary, Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Investment Advisory Services, LLC, Franklin Mutual Advisers, LLC, Franklin Templeton Alternative Strategies, Inc., Franklin Templeton Investor Services, LLC, Franklin Templeton Services, LLC, Franklin Templeton Distributors, Inc., Templeton Investment Counsel, LLC, and Templeton/Franklin Investment Services, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Deputy Director, Division of Investment Management, Executive Assistant and Senior Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979). - ------------------------------------------------------------------------------------------------------------------------------------ KAREN L. SKIDMORE (1952) Vice President Vice President Not Applicable Not Applicable One Franklin Parkway and Secretary since March 2006 San Mateo, CA 94403-1906 and Secretary since April 2006 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Vice President and Secretary, Templeton Funds Annuity Company; and officer of 31 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ Annual Report | 49 - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ CRAIG S. TYLE (1960) Vice President Since October Not Applicable Not Applicable One Franklin Parkway 2005 San Mateo, CA 94403-1906 - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004). - ------------------------------------------------------------------------------------------------------------------------------------ GALEN G. VETTER (1951) Chief Financial Since 2004 Not Applicable Not Applicable 500 East Broward Blvd. Officer and Suite 2100 Chief Fort Lauderdale, FL 33394-3091 Accounting Officer - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner, McGladrey & Pullen, LLP (1979-1987 and 1991-2004). - ------------------------------------------------------------------------------------------------------------------------------------ * We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers. ** Charles B. Johnson and Rupert H. Johnson, Jr. are considered to be interested persons of the Trust under the federal securities laws due to their positions as officers and directors and major shareholders of Franklin Resources, Inc., which is the parent company of the Trust's investment manager and distributor. Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD OF TRUSTEES HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED FRANK W.T. LAHAYE AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. LAHAYE QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS PRESIDENT AND DIRECTOR OF MCCORMICK SELPH ASSOCIATES FROM 1954 THROUGH 1965; DIRECTOR AND CHAIRMAN OF TELEDYNE CANADA LTD. FROM 1966 THROUGH 1971; DIRECTOR AND CHAIRMAN OF QUARTERDECK CORPORATION FROM 1982 THROUGH 1998; AND SERVICES AS A DIRECTOR OF VARIOUS OTHER PUBLIC COMPANIES INCLUDING U.S. TELEPHONE INC. (1981-1984), FISHER IMAGING INC. (1991-1998) AND DIGITAL TRANSMISSIONS SYSTEMS (1995-1999). IN ADDITION, MR. LAHAYE SERVED FROM 1981 TO 2000 AS A DIRECTOR AND CHAIRMAN OF PEREGRINE VENTURE MANAGEMENT CO., A VENTURE CAPITAL FIRM, AND HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE ITS INCEPTION. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. LAHAYE HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. LAHAYE IS AN INDEPENDENT TRUSTEE AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL 1-800/321-8563 TO REQUEST THE SAI. 50 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held April 18, 2006, the Board of Trustees ("Board"), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the four separate funds within the Trust ("Fund(s)"). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, brokerage commissions and execution and other services provided by the Investment Manager ("Manager") and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. ("Lipper"), an independent organization, as well as a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional information accompanying such report was a memorandum prepared by management describing enhancements to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICE. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished them showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net Annual Report | 51 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's efforts and expenditures in establishing backup systems and recovery procedures to function in the event of a natural disaster, it being noted by the Board that such systems and procedures had functioned smoothly during the hurricanes and blackout experienced last year in Florida. Among other factors taken into account by the Board were the Manager's best execution trading policies, including a favorable report by an independent portfolio trading analytical firm. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed so as to be aligned with the interests of Fund shareholders. The Board also took into account the transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties and the firsthand experience of the individual Trustees who deal with the shareholder services department in their capacities as shareholders in one or more of the various Franklin Templeton funds. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper reports prepared for each individual Fund showed its investment performance in comparison to a performance universe selected by Lipper for the one-year period ended January 31, 2006, and for additional yearly periods ended that date depending on when a particular Fund commenced operations. The following summarizes the performance results for each of the Funds and the Board's view of such performance. FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional large-cap core funds as selected by Lipper. The Lipper report comparison showed the Fund's total return for the one-year period to be in the second-highest quintile of its performance universe and for the two-year period of its operation to be in the third or middle quintile of such universe. The Board found such performance acceptable. FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional large-cap growth funds as selected by Lipper. The Lipper report comparison showed the Fund's total return for the two-year period of its existence to be in the lowest quintile of such universe. The Board found such performance acceptable, noting the Fund's small size, which as of December 31, 2005, was under $3 million and the fact that its total return for the one-year period exceeded 8% as shown in the Lipper report. 52 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) COMPARATIVE EXPENSES. Consideration was given to a comparative analysis of the management fees and total expense ratios of each Fund compared with those of a group of other funds selected by Lipper as its appropriate Lipper expense group under Lipper reports for each Fund. Prior to making such comparison, the Board relied upon a survey showing that the scope of investment management services covered under the Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups that would be used as a basis of comparison in the Lipper reports. The Lipper reports showed the effective management fee rates for Franklin Structured Large Cap Core Equity Fund and Franklin Structured Large Cap Growth Equity Fund in comparison with those charged by other funds within their Lipper expense group assuming they were the same size of these respective Funds to be in the middle and second least expensive quintiles of their Lipper expense groups, respectively, and their actual total expenses were in each case within the least expensive quintiles of their respective Lipper expense groups. The Board was satisfied with the comparative expenses of these two Funds, noting they both benefited from management fee waivers or reimbursements. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to each of the individual funds. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including potential benefits resulting from allocation of fund brokerage and the use of "soft" commission dollars to pay for research. Specific attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the cost allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Funds' independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Funds' Board solely for their purposes and use in reference to the profitability analysis. Included in the analysis were the revenue and related costs involved in providing services to the Funds, as well as each Fund's relative contribution to the profitability of the Manager's parent. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary to the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show Annual Report | 53 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Manager as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing that any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some funds get larger, at some point economies of scale do result in the Manager's realizing a larger profit margin on management services provided such a fund. In view of the relatively small asset size of Franklin Structured Large Cap Core Equity Fund and Franklin Structured Large Cap Growth Equity Fund, which in each case was approximately $3 million at December 31, 2005, and the fact that such Funds benefited from fee waivers or reimbursements, the Board did not believe that management was realizing economies of scale in its management of these two Funds. PROXY VOTING POLICIES AND PROCEDURES The Trust has established Proxy Voting Policies and Procedures ("Policies") that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at 1-954/527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800/SEC-0330. 54 | Annual Report This page intentionally left blank. This page intentionally left blank. [LOGO](R) FRANKLIN TEMPLETON INSTITUTIONAL FRANKLIN TEMPLETON 600 Fifth Avenue INSTITUTIONAL New York, NY 10020 ANNUAL REPORT INSTITUTIONAL FIDUCIARY TRUST FRANKLIN STRUCTURED LARGE CAP CORE EQUITY FUND FRANKLIN STRUCTURED LARGE CAP GROWTH EQUITY FUND INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. One Franklin Parkway San Mateo, CA 94403-1906 FRANKLIN TEMPLETON INSTITUTIONAL SERVICES 1-800/321-8563 franklintempletoninstitutional.com Authorized for distribution only when accompanied or preceded by a prospectus . Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. IFT-2 A2006 08/06 ANNUAL REPORT - ------------------------------------------------------------------------ 30 2006 06 THE EXPERTISE OF MANY. THE STRENGTH OF ONE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INSTITUTIONAL FIDUCIARY TRUST ---------------------------------------- Money Market Portfolio [LOGO](R) FRANKLIN TEMPLETON INSTITUTIONAL FRANKLIN o TEMPLETON o FIDUCIARY Contents ANNUAL REPORT IFT Money Market Portfolio ................................................. 1 Performance Summary ........................................................ 2 Your Fund's Expenses ....................................................... 4 Financial Highlights and Statement of Investments .......................... 6 Financial Statements ....................................................... 8 Notes to Financial Statements .............................................. 11 Report of Independent Registered Public Accounting Firm .................... 16 Tax Designation ............................................................ 17 Board Members and Officers ................................................. 18 The Money Market Portfolios ................................................ 23 Shareholder Information .................................................... 43 - -------------------------------------------------------------------------------- Annual Report IFT Money Market Portfolio YOUR FUND'S GOAL AND MAIN INVESTMENTS: The IFT Money Market Portfolio seeks to provide as high a level of current income as is consistent with liquidity and preservation of capital. The Fund invests all of its assets in the shares of The Money Market Portfolio (the Portfolio), which has the same investment goal. The Portfolio, in turn, invests mainly in high-quality, short-term U.S. dollar denominated money market securities of domestic and foreign issuers. The Fund attempts to maintain a stable $1.00 share price. - -------------------------------------------------------------------------------- PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN WILL FLUCTUATE. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE CALL A FRANKLIN TEMPLETON INSTITUTIONAL SERVICES REPRESENTATIVE AT 1-800/321-8563 FOR MOST RECENT MONTH-END PERFORMANCE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR INSTITUTION. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. - -------------------------------------------------------------------------------- We are pleased to bring you IFT Money Market Portfolio's annual report for the fiscal year ended June 30, 2006. PERFORMANCE OVERVIEW Rising short-term interest rates during the year under review resulted in an increase in the Fund's yield. In this environment, the Fund's seven-day effective yield rose from 2.85% on June 30, 2005, to 4.95% on June 30, 2006. ECONOMIC AND MARKET OVERVIEW The U.S. economy continued to grow at a healthy pace during the year under review, although the 2006 second quarter's pace slowed to an estimated annualized 2.5% rate from the first quarter's 5.6% annualized rate. Overall, THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 7. - ----------------------------------------------------- NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE - ----------------------------------------------------- Annual Report | 1 PORTFOLIO BREAKDOWN 6/30/06 - -------------------------------------------------------------------------------- % OF TOTAL INVESTMENTS - -------------------------------------------------------------------------------- Certificates of Deposit 52.2% - -------------------------------------------------------------------------------- Commercial Paper 44.7% - -------------------------------------------------------------------------------- Repurchase Agreements 3.0% - -------------------------------------------------------------------------------- U.S. Government Agency Securities 0.1% - -------------------------------------------------------------------------------- PERFORMANCE SUMMARY Symbol: INFXX 6/30/06 - -------------------------------------------------------------------------------- Seven-day effective yield* 4.95% - -------------------------------------------------------------------------------- Seven-day annualized yield 4.83% - -------------------------------------------------------------------------------- * The seven-day effective yield assumes compounding of daily dividends. Annualized and effective yields are for the seven-day period ended 6/30/06. The Fund's average weighted maturity was 26 days. Yield reflects Fund expenses and fluctuations in interest rates on Portfolio investments. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN WILL FLUCTUATE. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE CALL A FRANKLIN TEMPLETON INSTITUTIONAL SERVICES REPRESENTATIVE AT 1-800/321-8563 FOR MOST RECENT MONTH-END PERFORMANCE. several factors contributed to real growth. During the reporting period, the labor markets continued to improve, indicated by nonfarm payroll data and the unemployment rate. Rising personal income also helped support consumer spending increases. Finally, business spending and productivity also rose during the reporting period. Double-digit profit growth provided companies with strong revenues, and ample cash helped some companies to support their capital spending. Oil prices reached a historical high during the year, which contributed to the rise in headline, or overall, inflation. Core inflation, which excludes food and energy costs, remained more contained but nonetheless began to experience some upward pressure. For example, while June's headline Consumer Price Index (CPI) reported a 12-month rise of 4.3%, core CPI increased 2.6%. 1 Several times during the period the Federal Reserve Board acknowledged the economy's strength as well as the potential inflationary pressure from high energy prices. By period-end it had raised the federal funds target rate to 5.25% and indicated its next moves would be highly dependent on forthcoming economic data. The 10-year Treasury note yield rose from 3.94% at the beginning of the period to 5.15% on June 30, 2006, as some inflationary concerns began to affect intermediate- and long-maturity Treasuries. INVESTMENT STRATEGY Consistent with our strategy, we invest, through the Portfolio, mainly in high-quality, short-term U.S. dollar denominated money market securities of domestic and foreign issuers, including bank obligations, commercial paper, repurchase agreements and U.S. government securities. We maintain a dollar-weighted average portfolio maturity of 90 days or less. We seek to provide shareholders with a high-quality, conservative investment vehicle; thus, we do not invest the Fund's cash in derivatives or other potentially volatile securities that we believe involve undue risk. 1. Source: Bureau of Labor Statistics. 2 | Annual Report MANAGER'S DISCUSSION We continued to invest the Portfolio's assets in high-quality money market securities. For example, on June 30, 2006, 100% of the securities purchased for the Portfolio carried short-term credit ratings of A-1 or P-1, or higher, by independent credit rating agency Standard & Poor's or Moody's Investors Service. 2 We appreciate your support, welcome new shareholders and look forward to serving your investment needs in the years ahead. 2. These do not indicate ratings of the Fund. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2006, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Annual Report | 3 Your Fund's Expenses As a Fund shareholder, you can incur two types of costs: o Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and o Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) of the table below provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) of the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the Fund's actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 4 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. - -------------------------------------------------------------------------------------------------------- BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 1/1/06 VALUE 6/30/06 PERIOD* 1/1/06-6/30/06 - -------------------------------------------------------------------------------------------------------- Actual $ 1,000 $ 1,021.70 $ 1.85 - -------------------------------------------------------------------------------------------------------- Hypothetical (5% return before expenses) $ 1,000 $ 1,022.96 $ 1.86 - -------------------------------------------------------------------------------------------------------- * Expenses are equal to the annualized expense ratio of 0.37%, which includes the net expenses incurred by the Portfolio, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 5 Institutional Fiduciary Trust FINANCIAL HIGHLIGHTS MONEY MARKET PORTFOLIO ---------------------------------------------------------------------- YEAR ENDED JUNE 30, 2006 2005 2004 2003 2002 ---------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ---------------------------------------------------------------------- Income from investment operations - net investment income ................................................ 0.039 0.018 0.007 0.012 0.024 Less distributions from net investment income ........... (0.039) (0.018) (0.007) (0.012) (0.024) ---------------------------------------------------------------------- Net asset value, end of year ............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ====================================================================== Total return ............................................ 3.94% 1.85% 0.74% 1.20% 2.42% RATIOS/SUPPLEMENTAL DATA Net assets, end of year (000's) ......................... $3,005,324 $3,931,546 $3,526,923 $2,997,651 $2,342,404 Ratios to average net assets: Expenses before waiver and payments by affiliate a .... 0.37% 0.37% 0.37% 0.36% 0.38% Expenses net of waiver and payments by affiliate a .... 0.37% 0.37% 0.35% 0.35% 0.35% Net investment income ................................. 3.88% 1.83% 0.73% 1.19% 2.30% a The expense ratio includes the Fund's share of the Portfolio's allocated expenses. 6 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 - ------------------------------------------------------------------------------------------------------- MONEY MARKET PORTFOLIO SHARES VALUE - ------------------------------------------------------------------------------------------------------- MUTUAL FUND (COST $3,009,335,464) 100.1% a The Money Market Portfolio, 5.12% (Note 1) ..................... 3,009,335,464 $ 3,009,335,464 OTHER ASSETS, LESS LIABILITIES (0.1)% ......................... (4,011,904) --------------- NET ASSETS 100.0% ............................................. $ 3,005,323,560 =============== a The rate shown is the annualized seven-day yield at year end. Annual Report | See notes to financial statements. | 7 Institutional Fiduciary Trust FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES June 30, 2006 --------------- MONEY MARKET PORTFOLIO --------------- Assets: Investments in Portfolio, at value and cost (Note 1) ............................... $ 3,009,335,464 --------------- Liabilities: Payables: Affiliates ........................................................................ 597,529 Distributions to shareholders ..................................................... 3,360,385 Accrued expenses and other liabilities ............................................. 53,990 --------------- Total liabilities ............................................................. 4,011,904 --------------- Net assets, at value ......................................................... $ 3,005,323,560 =============== Net assets consist of paid-in capital ............................................... $ 3,005,323,560 =============== Shares outstanding .................................................................. 3,005,323,560 =============== Net asset value per share ........................................................... $ 1.00 =============== 8 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the year ended June 30, 2006 --------------- MONEY MARKET PORTFOLIO --------------- Investment income: Dividends from Portfolio ........................................................... $ 162,422,235 --------------- Expenses: Administrative fees (Note 3a) ...................................................... 7,955,420 Transfer agent fees ................................................................ 20,141 Reports to shareholders ............................................................ 22,141 Registration and filing fees ....................................................... 79,560 Professional fees .................................................................. 46,791 Trustees' fees and expenses ........................................................ 46,479 Other .............................................................................. 56,708 --------------- Total expenses ................................................................ 8,227,240 --------------- Net investment income ........................................................ 154,194,995 --------------- Net increase (decrease) in net assets resulting from operations ..................... $ 154,194,995 =============== Annual Report | See notes to financial statements. | 9 Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS ----------------------------------- MONEY MARKET PORTFOLIO ----------------------------------- YEAR ENDED JUNE 30, 2006 2005 ----------------------------------- Increase (decrease) in net assets: Net investment income from operations .............................................. $ 154,194,995 $ 73,878,672 Distributions to shareholders from net investment income ........................... (154,194,995) (73,878,672) Capital share transactions (Note 2) ................................................ (926,222,314) 404,623,223 ----------------------------------- Net increase (decrease) in net assets ......................................... (926,222,314) 404,623,223 Net assets (there is no undistributed net investment income at beginning or end of year): Beginning of year .................................................................. 3,931,545,874 3,526,922,651 ----------------------------------- End of year ........................................................................ $ 3,005,323,560 $ 3,931,545,874 =================================== 10 | See notes to financial statements. | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS MONEY MARKET PORTFOLIO 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Institutional Fiduciary Trust (the Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end investment company, consisting of four separate series (the Funds). The Institutional Fiduciary Trust Money Market Portfolio (the Fund) included in this report is diversified. The financial statements of the remaining funds in the series are presented separately. The Fund invests substantially all of its assets in The Money Market Portfolio (the Portfolio), which is registered under the 1940 Act as a diversified, open-end investment company. The accounting policies of the Portfolio, including the Portfolio's security valuation policies, will directly affect the recorded value of the Fund's investment in the Portfolio. The financial statements of the Portfolio, including the Statement of Investments, are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. Shares of the Fund are offered to other investment companies managed by Franklin Advisers Inc. (Advisers), or its affiliates. At June 30, 2006, investment companies managed by Advisers or its affiliates owned 2,466,632,654 shares of the Fund. The following summarizes the Fund's significant accounting policies. A. SECURITY VALUATION The Fund holds Portfolio shares that are valued at its proportionate interest in the closing net asset value of the Portfolio. As of June 30, 2006, the Fund owns 60.26% of the Portfolio. B. INCOME TAXES No provision has been made for U.S. income taxes because the Fund intends to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. C. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Income and estimated expenses are accrued daily. Dividends from net investment income received from the Portfolio are normally declared daily and distributed monthly. Distributions to shareholders are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. Annual Report | 11 Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) MONEY MARKET PORTFOLIO 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) C. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each Fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. D. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. E. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2006, there were an unlimited number of shares authorized (no par value). Transactions in the Fund's shares at $1.00 per share were as follows: ----------------------------------- YEAR ENDED JUNE 30, 2006 2005 ----------------------------------- Shares sold ......................................................................... $ 19,140,469,684 $ 17,486,292,092 Shares issued in reinvestment of distributions ...................................... 110,576,148 54,552,229 Shares redeemed ..................................................................... (20,177,268,146) (17,136,221,098) ----------------------------------- Net increase (decrease) ............................................................. $ (926,222,314) $ 404,623,223 =================================== 12 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) MONEY MARKET PORTFOLIO 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the Portfolio and of the following subsidiary: - -------------------------------------------------------------------------------- SUBSIDIARY AFFILIATION - -------------------------------------------------------------------------------- Franklin Advisers Inc. (Advisers) Administrative manager A. ADMINISTRATIVE FEES The Fund pays an administrative fee to Advisers of 0.20% per year of the average daily net assets of the Fund. 4. INCOME TAXES The tax character of distributions paid during the years ended June 30, 2006 and 2005, was as follows: --------------------------- 2006 2005 --------------------------- Distributions paid from ordinary income ........... $154,194,995 $ 73,878,672 =========================== At June 30, 2006, the cost of investments and undistributed ordinary income for income tax purposes were as follows: Cost of investments ........................................ $3,009,335,464 ============== Undistributed ordinary income .............................. $ 3,360,385 ============== 5. REGULATORY MATTERS As part of various investigations by a number of federal, state, and foreign regulators and governmental entities, relating to certain practices in the mutual fund industry, including late trading, market timing and marketing support payments to securities dealers who sell fund shares, Franklin Resources, Inc. and certain of its subsidiaries (collectively, the "Company"), entered into settlements with certain of those regulators. Specifically, the Company entered into settlements with the Securities and Exchange Commission ("SEC") concerning market timing (the "August 2, 2004 SEC Order") and marketing support payments to securities dealers who sell fund shares (the "December 13, 2004 SEC Order") and with the California Attorney General's Office ("CAGO") concerning marketing support payments to securities dealers who sell fund shares (the "CAGO Settlement"). Under the terms of the settlements with the SEC and the CAGO, the Company retained an Independent Distribution Annual Report | 13 Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) MONEY MARKET PORTFOLIO 5. REGULATORY MATTERS (CONTINUED) Consultant ("IDC") to develop separate plans for the distribution of the respective settlement monies. The CAGO approved the distribution plan pertaining to the distribution of the monies owed under the CAGO settlement agreement, and in March 2005, the disbursement of monies to the relevant funds in accordance with the terms and conditions of that settlement was completed. The Trust did not participate in the CAGO Settlement. On June 23, 2006, the SEC approved the IDC's proposed plan of distribution arising from the December 13, 2004 SEC Order and disbursement of the settlement monies to the designated funds in accordance with the terms and conditions of the SEC's order and the plan will be completed in August, 2006. The Trust did not participate in the December 13, 2004 SEC Order. The IDC has also completed a proposed Plan of Distribution under the August 2, 2004 SEC Order resolving the SEC's market timing investigation and has submitted that plan to the SEC staff, where it is under review. The SEC has announced the following expected schedule with respect to the market timing Plan of Distribution: "The SEC anticipates that Notice of the Plan will be published on or after September 15, 2006. After publication and comment, the proposed Distribution Plan will be submitted to the SEC for approval. When the SEC approves the proposed Distribution Plan, with modifications as appropriate, distributions will begin pursuant to that Plan. The SEC anticipates the distribution will begin in the fall of 2006." In addition, the Company, as well as most of the mutual funds within Franklin Templeton Investments and certain current or former officers, directors, and/or employees, have been named in private lawsuits (styled as shareholder class actions, or as derivative actions on behalf of either the named funds or Franklin Resources, Inc.) relating to the industry practices referenced above, as well as to allegedly excessive advisory fees, commissions, and/or 12b-1 fees. The lawsuits were filed in different courts throughout the country. Many of those suits are now pending in a multi-district litigation in the United States District Court for the District of Maryland. The Company and fund management strongly believe that the claims made in each of the private lawsuits referenced above are without merit and intend to defend against them vigorously. The Company cannot predict with certainty the eventual outcome of these lawsuits, nor whether they will have a material negative impact on the Company. If it is determined that the Company bears responsibility for any unlawful or inappropriate conduct that caused losses to the Trust, it is committed to making the Trust or its shareholders whole, as appropriate. 14 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) MONEY MARKET PORTFOLIO 6. FASB INTERPRETATION NO. 48 In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. We have not yet completed our evaluation of the impact, if any, of adopting FIN 48 on the Trust's financial statements. Annual Report | 15 Institutional Fiduciary Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MONEY MARKET PORTFOLIO TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF INSTITUTIONAL FIDUCIARY TRUST In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Money Market Portfolio (one of the funds constituting the Institutional Fiduciary Trust, hereafter referred to as the "Fund") at June 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 16, 2006 16 | Annual Report Institutional Fiduciary Trust TAX DESIGNATION (UNAUDITED) Under Section 871(k)(1)(C) of the Internal Revenue Code (the Code), the Fund designates the maximum amount allowable but no less than $149,322,730 as interest related dividends for purposes of the tax imposed under Section 871(a)(1)(A) of the Code for the fiscal year ended June 30, 2006. Annual Report | 17 Institutional Fiduciary Trust BOARD MEMBERS AND OFFICERS The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Fund, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Each board member will serve until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ HARRIS J. ASHTON (1932) Trustee Since 1985 141 Director, Bar-S Foods (meat packing One Franklin Parkway company). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). - ------------------------------------------------------------------------------------------------------------------------------------ ROBERT F. CARLSON (1928) Trustee Since 1998 56 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS); and FORMERLY, member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. - ------------------------------------------------------------------------------------------------------------------------------------ S. JOSEPH FORTUNATO (1932) Trustee Since 1989 142 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Attorney; and FORMERLY, member of the law firm of Pitney, Hardin, Kipp & Szuch (until 2002) (Consultant (2003)). - ------------------------------------------------------------------------------------------------------------------------------------ EDITH E. HOLIDAY (1952) Trustee Since 2005 137 Director, Hess Corporation One Franklin Parkway (formerly, Amerada Hess Corporation) San Mateo, CA 94403-1906 (exploration and refining of oil and gas), H.J. Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad), and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989). - ------------------------------------------------------------------------------------------------------------------------------------ 18 | Annual Report - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ FRANK W.T. LAHAYE (1929) Trustee Since 1985 114 Director, Center for Creative Land One Franklin Parkway Recycling (redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). - ------------------------------------------------------------------------------------------------------------------------------------ GORDON S. MACKLIN (1928) Trustee Since 1992 141 Director, Martek Biosciences One Franklin Parkway Corporation, MedImmune, Inc. San Mateo, CA 94403-1906 (biotechnology), and Overstock.com (Internet services); and FORMERLY, Director, MCI Communication Corporation (subsequently known as MCI WorldCom, Inc. and WorldCom, Inc.) (communications services) (1988-2002), White Mountains Insurance Group, Ltd. (holding com- pany) (1987-2004) and Spacehab, Inc. (aerospace services) (1994-2003). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company) (2001-2004); Chairman, White River Corporation (financial services) (1993-1998) and Hambrecht & Quist Group (investment banking) (1987-1992); and President, National Association of Securities Dealers, Inc. (1970-1987). - ------------------------------------------------------------------------------------------------------------------------------------ FRANK A. OLSON (1932) Trustee Since 2005 104 Director, Hess Corporation (formerly, One Franklin Parkway Amerada Hess Corporation) (explo- San Mateo, CA 94403-1906 ration and refining of oil and gas) and Sentient Jet (private jet service); and FORMERLY, Director, Becton Dickinson and Company (medical technology), Cooper Industries, Inc. (electrical products and tools and hardware), Health Net, Inc. (formerly, Foundation Health) (integrated managed care), The Hertz Corporation, Pacific Southwest Airlines, The RCA Corporation, Unicom (formerly, Commonwealth Edison), UAL Corporation (airlines) and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). - ------------------------------------------------------------------------------------------------------------------------------------ Annual Report | 19 INTERESTED BOARD MEMBERS AND OFFICERS - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ **CHARLES B. JOHNSON (1933) Trustee and Trustee since 141 None One Franklin Parkway Chairman of the 1985 and San Mateo, CA 94403-1906 Board Chairman of the Board since 1993 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President, Franklin Templeton Distributors, Inc.; Director, Fiduciary Trust Company International; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ **RUPERT H. JOHNSON, JR. Trustee, Trustee since 123 None (1940) President and 1985, President One Franklin Parkway Chief Executive and Chief San Mateo, CA 94403-1906 Officer - Executive Investment Officer - Management Investment Management since 2002 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Director, Franklin Advisers, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ HARMON E. BURNS (1945) Vice President Since 1986 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ JAMES M. DAVIS (1952) Chief Compliance Chief Compliance Not Applicable Not Applicable One Franklin Parkway Officer and Vice Officer since San Mateo, CA 94403-1906 President - AML 2004 and Vice Compliance President - AML Compliance since February 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). - ------------------------------------------------------------------------------------------------------------------------------------ LAURA FERGERSON (1962) Treasurer Since 2004 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 31 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003). - ------------------------------------------------------------------------------------------------------------------------------------ 20 | Annual Report - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ JIMMY D. GAMBILL (1947) Senior Vice Since 2002 Not Applicable Not Applicable 500 East Broward Blvd. President and Suite 2100 Chief Executive Fort Lauderdale, Officer - FL 33394-3091 Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ DAVID P. GOSS (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and director of one of the subsidiaries of Franklin Resources, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ BARBARA J. GREEN (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Deputy General Counsel and Secretary, Franklin Resources, Inc.; Secretary and Senior Vice President, Templeton Worldwide, Inc.; Secretary, Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Investment Advisory Services, LLC, Franklin Mutual Advisers, LLC, Franklin Templeton Alternative Strategies, Inc., Franklin Templeton Investor Services, LLC, Franklin Templeton Services, LLC, Franklin Templeton Distributors, Inc., Templeton Investment Counsel, LLC, and Templeton/Franklin Investment Services, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Deputy Director, Division of Investment Management, Executive Assistant and Senior Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979). - ------------------------------------------------------------------------------------------------------------------------------------ KAREN L. SKIDMORE (1952) Vice President Vice President Not Applicable Not Applicable One Franklin Parkway and Secretary since March San Mateo, CA 94403-1906 2006 and Secretary since April 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Vice President and Secretary, Templeton Funds Annuity Company; and officer of 31 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ Annual Report | 21 - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ CRAIG S. TYLE (1960) Vice President Since October Not Applicable Not Applicable One Franklin Parkway 2005 San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004). - ------------------------------------------------------------------------------------------------------------------------------------ GALEN G. VETTER (1951) Chief Financial Since 2004 Not Applicable Not Applicable 500 East Broward Blvd. Officer and Suite 2100 Chief Fort Lauderdale, Accounting FL 33394-3091 Officer PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner, McGladrey & Pullen, LLP (1979-1987 and 1991-2004). - ------------------------------------------------------------------------------------------------------------------------------------ * We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers. ** Charles B. Johnson and Rupert H. Johnson, Jr. are considered to be interested persons of the Trust under the federal securities laws due to their positions as officers and directors and major shareholders of Franklin Resources, Inc., which is the parent company of the Trust's administrator and distributor. Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD OF TRUSTEES HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED FRANK W.T. LAHAYE AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. LAHAYE QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS PRESIDENT AND DIRECTOR OF MCCORMICK SELPH ASSOCIATES FROM 1954 THROUGH 1965; DIRECTOR AND CHAIRMAN OF TELEDYNE CANADA LTD. FROM 1966 THROUGH 1971; DIRECTOR AND CHAIRMAN OF QUARTERDECK CORPORATION FROM 1982 THROUGH 1998; AND SERVICES AS A DIRECTOR OF VARIOUS OTHER PUBLIC COMPANIES INCLUDING U.S. TELEPHONE INC. (1981-1984), FISHER IMAGING INC. (1991-1998) AND DIGITAL TRANSMISSIONS SYSTEMS (1995-1999). IN ADDITION, MR. LAHAYE SERVED FROM 1981 TO 2000 AS A DIRECTOR AND CHAIRMAN OF PEREGRINE VENTURE MANAGEMENT CO., A VENTURE CAPITAL FIRM, AND HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE ITS INCEPTION. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. LAHAYE HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. LAHAYE IS AN INDEPENDENT TRUSTEE AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL 1-800/321-8563 TO REQUEST THE SAI. 22 | Annual Report The Money Market Portfolios FINANCIAL HIGHLIGHTS THE MONEY MARKET PORTFOLIO ---------------------------------------------------------------------- YEAR ENDED JUNE 30, 2006 2005 2004 2003 2002 ---------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ---------------------------------------------------------------------- Income from investment operations - net investment income ................................................. 0.041 0.020 0.009 0.014 0.026 ---------------------------------------------------------------------- Less distributions from net investment income ........... (0.041) (0.020) (0.009) (0.014) (0.026) ---------------------------------------------------------------------- Net asset value, end of year ............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ====================================================================== Total return ............................................ 4.15% 2.06% 0.94% 1.41% 2.63% RATIOS/SUPPLEMENTAL DATA Net assets, end of year (000's) ......................... $4,993,739 $5,676,479 $5,505,394 $5,331,200 $4,734,196 Ratios to average net assets: Expenses before waiver and payments by affiliate and expense reduction ..................................... 0.16% 0.16% 0.16% 0.15% 0.16% Expenses net of waiver and payments by affiliate and expense reduction ..................................... 0.16% a 0.16% a 0.15% a 0.15% 0.15% Net investment income .................................. 4.09% 2.04% 0.93% 1.39% 2.56% a Benefit of expense reduction is less than 0.01%. Annual Report | See notes to financial statements. | 23 The Money Market Portfolios STATEMENT OF INVESTMENTS, JUNE 30, 2006 - -------------------------------------------------------------------------------------------------------------------------------- THE MONEY MARKET PORTFOLIO PRINCIPAL AMOUNT VALUE - -------------------------------------------------------------------------------------------------------------------------------- SHORT TERM INVESTMENTS 99.8% CERTIFICATES OF DEPOSIT 52.1% Abbey National Treasury Services PLC, Stamford Branch, 5.26%, 7/24/06 ..................... $ 200,000,000 $ 200,000,000 ABN AMRO Bank N.V., Chicago Branch, 5.05%, 7/07/06 ........................................ 200,000,000 200,000,332 Bank of Nova Scotia, Portland Branch, 5.18%, 7/18/06 ...................................... 200,000,000 200,000,000 Banque Nationale de Paris, New York Branch, 5.27%, 7/25/06 ................................ 100,000,000 100,000,664 Barclay's Bank PLC, New York Branch, 4.97%, 2/09/07 ....................................... 99,500,000 99,505,868 Calyon North America Inc., New York Branch, 5.06%, 3/02/07 ................................ 100,000,000 100,000,000 Dexia Credit Local NY, New York Branch, 4.875 - 5.305%, 8/08/06 - 2/01/07 ................. 200,000,000 200,000,787 HBOS Treasury Services, New York Branch, 5.21%, 7/19/06 ................................... 100,000,000 100,000,498 Lloyds Bank PLC, New York Branch, 5.07%, 7/14/06 .......................................... 200,000,000 200,000,718 Royal Bank of Canada, New York Branch, 5.23 - 5.28%, 7/21/06 - 7/28/06 .................... 200,000,000 200,000,746 Societe Generale North America, New York Branch, 5.125%, 7/12/06 .......................... 200,000,000 200,000,000 Svenska Handelsbanken, New York Branch, 5.06%, 7/10/06 .................................... 200,000,000 200,000,497 Toronto Dominion Bank, New York Branch, 5.29%, 7/27/06 .................................... 200,000,000 200,000,000 UBS AG, Stamford Branch, 5.30%, 8/04/06 ................................................... 200,000,000 200,000,000 Wells Fargo Bank NA, San Francisco Branch, 5.16%, 7/13/06 ................................. 200,000,000 200,000,664 -------------- TOTAL CERTIFICATES OF DEPOSIT (COST $2,599,510,774) ....................................... 2,599,510,774 -------------- a COMMERCIAL PAPER 44.6% Bank of Ireland, 7/26/06 .................................................................. 200,000,000 199,272,222 Bank of Montreal, 7/06/06 ................................................................. 150,000,000 149,895,521 Concentrate Manufacturing Co., 7/10/06 - 7/19/06 .......................................... 85,000,000 84,853,487 Depfa Bank PLC, 7/11/06 ................................................................... 200,000,000 199,717,778 General Electric Capital Corp., 7/17/06 ................................................... 200,000,000 199,551,111 ING (US) Funding LLC, 7/13/06 - 7/25/06 ................................................... 200,000,000 199,479,333 Merrill Lynch & Co. Inc., 7/06/06 - 7/07/06 ............................................... 200,000,000 199,841,417 Morgan Stanley Group Inc., 7/05/06 ........................................................ 200,000,000 199,882,889 National Australia Funding, 7/05/06 ....................................................... 225,000,000 224,868,750 Shell Finance UK PLC, 7/03/06 ............................................................. 148,036,000 147,992,658 Total Capital SA, 7/03/06 ................................................................. 225,000,000 224,934,125 Toyota Motor Credit Corp, 7/20/06 ......................................................... 200,000,000 199,452,167 -------------- TOTAL COMMERCIAL PAPER (COST $2,229,741,458) .............................................. 2,229,741,458 -------------- U.S. GOVERNMENT AND AGENCY SECURITIES (COST $4,519,771) 0.1% a Federal Home Loan Bank, 7/03/06 ........................................................... 4,521,000 4,519,771 -------------- TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS (COST $4,833,772,003) ...................... 4,833,772,003 -------------- b REPURCHASE AGREEMENTS 3.0% Deutsche Bank Securities Inc., 4.49%, 7/03/06 (Maturity Value $25,009,354) Collateralized by U.S. Treasury Notes, 0.875%, 4/15/10 .................................. 25,000,000 25,000,000 Morgan Stanley & Co. Inc., 4.50%, 7/03/06 (Maturity Value $125,912,199) Collateralized by U.S. Treasurty Notes, 3.50%, 1/15/11 .................................. 125,865,000 125,865,000 -------------- TOTAL REPURCHASE AGREEMENTS (COST $150,865,000) ........................................... 150,865,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $4,984,637,003) 99.8% .................................. 4,984,637,003 OTHER ASSETS, LESS LIABILITIES 0.2% ....................................................... 9,102,017 -------------- NET ASSETS 100.0% ......................................................................... $4,993,739,020 ============== a The security is traded on a discount basis with no stated coupon rate. b See Note 1(b) regarding repurchase agreements. 24 | See notes to financial statements. | Annual Report The Money Market Portfolios FINANCIAL HIGHLIGHTS THE U.S. GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO ---------------------------------------------------------------------- YEAR ENDED JUNE 30, 2006 2005 2004 2003 2002 ---------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ---------------------------------------------------------------------- Income from investment operations - net investment income 0.040 0.020 0.009 0.013 0.024 ---------------------------------------------------------------------- Less distributions from net investment income ........... (0.040) (0.020) (0.009) (0.013) (0.024) ---------------------------------------------------------------------- Net asset value, end of year ............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ====================================================================== Total return ............................................ 4.03% 1.99% 0.87% 1.34% 2.43% RATIOS/SUPPLEMENTAL DATA Net assets, end of year (000's) ......................... $ 94,019 $ 110,761 $ 117,815 $ 201,758 $ 226,676 Ratios to average net assets: Expenses before waiver and payments by affiliate and expense reduction ..................................... 0.17% 0.17% 0.16% 0.16% 0.16% Expenses net of waiver and payments by affiliate and expense reduction ..................................... 0.15% a 0.15% a 0.15% a 0.15% 0.15% Net investment income .................................. 3.95% 1.97% 0.87% 1.34% 2.33% a Benefit of expense reduction is less than 0.01%. Annual Report | See notes to financial statements. | 25 The Money Market Portfolios STATEMENT OF INVESTMENTS, JUNE 30, 2006 - -------------------------------------------------------------------------------------------------------------------------------- THE U.S. GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO PRINCIPAL AMOUNT VALUE - -------------------------------------------------------------------------------------------------------------------------------- U.S. GOVERNMENT AND AGENCY SECURITIES 7.9% a U.S. Treasury Bill, 7/20/06 ................................................................................. $ 5,000,000 $ 4,987,848 8/03/06 ................................................................................. 2,500,000 2,489,882 -------------- TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (COST $7,477,730) ............................. 7,477,730 -------------- b REPURCHASE AGREEMENTS 92.1% ABN AMRO Bank, N.V., New York Branch, 4.50%, 7/03/06 (Maturity Value $5,001,875) Collateralized by U.S. Treasury Notes, 4.875%, 4/30/08 ................................... 5,000,000 5,000,000 Banc of America Securities LLC, 4.19%, 7/03/06 (Maturity Value $5,001,746) Collateralized by U.S. Treasury Notes, 5.125%, 6/30/11 ................................... 5,000,000 5,000,000 Barclays Capital Inc., 4.40%, 7/03/06 (Maturity Value $10,003,667) Collateralized by U.S. Treasury Notes, 3.375%, 10/15/09 .................................. 10,000,000 10,000,000 Bear, Stearns & Co. Inc., 4.35%, 7/03/06 (Maturity Value $5,001,813) Collateralized by U.S. Treasury Notes, 4.75%, 3/31/11 .................................... 5,000,000 5,000,000 Deutsche Bank Securities Inc., 4.49%, 7/03/06 (Maturity Value $18,281,838) Collateralized by U.S. Treasury Notes, 0.875%, 4/15/10 ................................... 18,275,000 18,275,000 Dresdner Kleinwort Wasserstein Securites LLC, 4.50%, 7/03/06 (Maturity Value $10,003,750) Collateralized by U.S. Treasury Notes, 4.25%, 1/15/11 .................................... 10,000,000 10,000,000 Greenwich Capital Markets Inc., 4.50%, 7/03/06 (Maturity Value $5,001,875) Collateralized by U.S. Treasury Notes, 7.00%, 7/15/06 .................................... 5,000,000 5,000,000 Merrill Lynch Government Securities Inc., 4.45%, 7/03/06 (Maturity Value $5,001,854) Collateralized by a U.S. Treasury Bills, 12/14/06 ........................................ 5,000,000 5,000,000 Morgan Stanley & Co. Inc., 4.50%, 7/03/06 (Maturity Value $18,281,853) Collateralized by U.S. Treasury Notes, 3.50%, 1/15/11 .................................... 18,275,000 18,275,000 UBS Securities LLC, 4.25%, 7/03/06 (Maturity Value $5,001,771) Collateralized by a U.S. Treasury Bills, 12/28/06 ........................................ 5,000,000 5,000,000 -------------- TOTAL REPURCHASE AGREEMENTS (COST $86,550,000) ............................................ 86,550,000 -------------- TOTAL INVESTMENTS (COST $94,027,730) 100.0% ............................................... 94,027,730 OTHER ASSETS, LESS LIABILITIES 0.0% c ..................................................... (8,293) -------------- NET ASSETS 100.0% ......................................................................... $ 94,019,437 ============== a The security is traded on a discount basis with no stated coupon rate. b See Note 1(b) regarding repurchase agreements. c Rounds to less than 0.1% of net assets. 26 | See notes to financial statements. | Annual Report The Money Market Portfolios FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES June 30, 2006 ------------------------------- THE U.S. GOVERNMENT THE SECURITIES MONEY MARKET MONEY MARKET PORTFOLIO PORTFOLIO ------------------------------- Assets: Investments in securities, at amortized cost ............................. $4,833,772,003 $ 7,477,730 Repurchase agreements, at value and cost ................................. 150,865,000 86,550,000 ------------------------------- Total investments ................................................... $4,984,637,003 $ 94,027,730 Cash ..................................................................... 5,627 4,062 Interest receivable ...................................................... 9,837,091 10,680 ------------------------------- Total assets ........................................................ 4,994,479,721 94,042,472 ------------------------------- Liabilities: Payables: Affiliates .............................................................. 686,436 10,365 Distributions to shareholders ........................................... 185 128 Accrued expenses and other liabilities ................................... 54,080 12,542 ------------------------------- Total liabilities ................................................... 740,701 23,035 ------------------------------- Net assets, at value ............................................... $4,993,739,020 $ 94,019,437 =============================== Net assets consist of paid-in capital ..................................... $4,993,739,020 $ 94,019,437 =============================== Shares outstanding ........................................................ 4,993,739,020 94,019,437 =============================== Net asset value per share ................................................. $ 1.00 $ 1.00 =============================== Annual Report | See notes to financial statements. | 27 The Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended June 30, 2006 ------------------------------- THE U.S. GOVERNMENT THE SECURITIES MONEY MARKET MONEY MARKET PORTFOLIO PORTFOLIO ------------------------------- Investment income: Interest ................................................................. $ 244,427,644 $ 4,014,074 ------------------------------- Expenses: Management fees (Note 3a) ................................................ 8,645,042 147,003 Custodian fees (Note 4) .................................................. 119,710 1,692 Reports to shareholders .................................................. 7,921 2,626 Professional fees ........................................................ 41,776 11,902 Other .................................................................... 175,505 3,583 ------------------------------- Total expenses ...................................................... 8,989,954 166,806 Expense reductions (Note 4) ......................................... (25,699) (2,032) Expenses waived/paid by affiliates (Note 3c) ........................ -- (17,912) ------------------------------- Net expenses ....................................................... 8,964,255 146,862 ------------------------------- Net investment income ............................................. 235,463,389 3,867,212 ------------------------------- Net increase (decrease) in net assets resulting from operations ........... $ 235,463,389 $ 3,867,212 =============================== 28 | See notes to financial statements. | Annual Report The Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS -------------------------------------------------------------------- THE U.S. GOVERNMENT SECURITIES THE MONEY MARKET PORTFOLIO MONEY MARKET PORTFOLIO -------------------------------------------------------------------- YEAR ENDED JUNE 30, YEAR ENDED JUNE 30, 2006 2005 2006 2005 -------------------------------------------------------------------- Increase (decrease) in net assets: Operations: Net investment income ................................. $ 235,463,389 $ 119,375,531 $ 3,867,212 $ 2,239,743 Net realized gain (loss) from investments .......................................... -- -- -- 190 -------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations ....................... 235,463,389 119,375,531 3,867,212 2,239,933 Distributions to shareholders from net investment income ..................................... (235,463,389) (119,375,531) (3,867,212) (2,239,933) a Capital share transactions (Note 2) .................... (682,740,398) 171,085,254 (16,741,961) (7,053,156) -------------------------------------------------------------------- Net increase (decrease) in net assets ...................................... (682,740,398) 171,085,254 (16,741,961) (7,053,156) Net assets (there is no undistributed net investment income at beginning or end of year): Beginning of year ..................................... 5,676,479,418 5,505,394,164 110,761,398 117,814,554 -------------------------------------------------------------------- End of year ........................................... $4,993,739,020 $5,676,479,418 $ 94,019,437 $ 110,761,398 ==================================================================== a Distributions were increased by a net realized gain from investments of $190. Annual Report | See notes to financial statements. | 29 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The Money Market Portfolios (the Trust) is registered under the Investment Company Act of 1940 (1940 Act) as a diversified, open-end investment company, consisting of two separate portfolios (the Portfolios). The shares of the Trust are issued in private placements and are exempt from registration under the Securities Act of 1933. The following summarizes the Portfolios' significant accounting policies. A. SECURITY VALUATION Securities are valued at amortized cost which approximates market value. This method involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. All security valuation procedures are approved by the Trust's Board of Trustees. B. REPURCHASE AGREEMENTS The Portfolios may enter into repurchase agreements, which are accounted for as a loan by the Portfolios to the seller, collateralized by securities which are delivered to the Portfolios' custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the Portfolios, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. Repurchase agreements are valued at cost. At June 30, 2006, all repurchase agreements held by the Portfolios had been entered into on that date. C. INCOME TAXES No provision has been made for U.S. income taxes because each Portfolio intends to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividends from net investment income are normally declared daily. Distributions from net realized capital gains are recorded on the ex-dividend date. Such distributions are reinvested in additional shares of the Portfolios. Distributions to shareholders are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. 30 | Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) Common expenses incurred by the Trust are allocated among the Portfolios based on the ratio of net assets of each Portfolio to the combined net assets of the Trust. Portfolio specific expenses are charged directly to the Portfolio that incurred the expense. E. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. F. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2006, there were an unlimited number of shares authorized ($0.01 par value). Transactions in the Portfolios' shares at $1.00 per share were as follows: ------------------------------------- THE THE U.S. GOVERNMENT MONEY MARKET SECURITIES MONEY PORTFOLIO MARKET PORTFOLIO ------------------------------------- Year ended June 30, 2006 Shares sold ....................................... $ 5,987,924,802 $ 34,043,854 Shares issued in reinvestment of distributions .... 235,470,437 3,867,146 Shares redeemed ................................... (6,906,135,637) (54,652,961) ------------------------------------- Net increase (decrease) ........................... $ (682,740,398) $ (16,741,961) ===================================== Year ended June 30, 2005 Shares sold ....................................... $ 5,623,149,272 $ 52,184,664 Shares issued in reinvestment of distributions .... 119,380,707 2,240,711 Shares redeemed ................................... (5,571,444,725) (61,478,531) ------------------------------------- Net increase (decrease) ........................... $ 171,085,254 $ (7,053,156) ===================================== Annual Report | 31 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the Franklin Money Fund, the Institutional Fiduciary Trust, the Franklin Templeton Money Fund Trust and the Franklin Federal Money Fund, and of the following subsidiaries: - ------------------------------------------------------------------------------------- SUBSIDIARY AFFILIATION - ------------------------------------------------------------------------------------- Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent A. MANAGEMENT FEES The Portfolios pay an investment management fee to Advisers of 0.15% per year of the average daily net assets of each Portfolio. B. TRANSFER AGENT FEES Investor Services, under terms of an agreement, performs shareholder servicing for the Portfolios and is not paid by the Portfolios for the services. C. VOLUNTARY WAIVER AND EXPENSE REIMBURSEMENTS Advisers agreed in advance to voluntarily waive a portion of management fees for The U.S. Government Securities Money Market Portfolio, as noted in the Statement of Operations. Total expenses waived by Advisers are not subject to reimbursement by the Portfolio subsequent to the Portfolio's fiscal year end. D. OTHER AFFILIATED TRANSACTIONS At June 30, 2006, the shares of The Money Market Portfolio were owned by the following funds: ----------------------------------- PERCENTAGE OF SHARES OUTSTANDING SHARES ----------------------------------- Institutional Fiduciary Trust - Money Market Portfolio ...... 3,009,335,464 60.26% Franklin Money Fund ......................................... 1,696,238,367 33.97% Institutional Fiduciary Trust - Franklin Cash Reserves Fund . 142,719,536 2.86% Franklin Templeton Money Fund Trust - Franklin Templeton Money Fund .............................. 145,445,653 2.91% At June 30, 2006, the shares of The U.S. Government Securities Money Market Portfolio were owned by the following fund: ----------------------------------- PERCENTAGE OF SHARES OUTSTANDING SHARES ----------------------------------- Franklin Federal Money Fund ................................. 94,019,437 100.00% 32 | Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. EXPENSE OFFSET ARRANGEMENT The Portfolios have entered into an arrangement with their custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Portfolios' custodian expenses. During the year ended June 30, 2006, the custodian fees were reduced as noted in the Statement of Operations. 5. INCOME TAXES The tax character of distributions paid during the years ended June 30, 2006 and 2005, was as follows: ------------------------------------------------------- THE U.S. GOVERNMENT THE MONEY MARKET SECURITIES PORTFOLIO MONEY MARKET PORTFOLIO ------------------------------------------------------- 2006 2005 2006 2005 ------------------------------------------------------- Distributions paid from ordinary income .......... $235,463,389 $119,375,531 $3,867,212 $2,239,933 ======================================================= At June 30, 2006, the cost of investments and undistributed ordinary income for income tax purposes were as follows: ------------------------------ THE U.S. GOVERNMENT THE SECURITIES MONEY MARKET MONEY MARKET PORTFOLIO PORTFOLIO ------------------------------ Cost of investments ............... $ 4,984,637,003 $ 94,027,730 ============================== Undistributed ordinary income ..... $ 185 $ 128 ============================== 6. UPCOMING ACQUISITIONS/MERGERS On February 28, 2006, the Board of Directors for the Franklin Federal Money Fund (the Federal Money Fund) approved a proposal to merge the Federal Money Fund into the Franklin Money Fund. On August 15, 2006, shareholders of the Federal Money Fund approved the proposal. Upon completion of the merger, assets in The U.S. Government Securities Money Market Portfolio will be transferred into The Money Market Portfolio. 7. REGULATORY MATTERS As part of various investigations by a number of federal, state, and foreign regulators and governmental entities, relating to certain practices in the mutual fund industry, including late trading, market timing and marketing support payments to securities dealers who sell fund shares, Franklin Resources, Inc. and certain of its subsidiaries (collectively, the "Company"), entered into settlements with certain of those regulators. Annual Report | 33 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 7. REGULATORY MATTERS (CONTINUED) Specifically, the Company entered into settlements with the Securities and Exchange Commission ("SEC") concerning market timing (the "August 2, 2004 SEC Order") and marketing support payments to securities dealers who sell fund shares (the "December 13, 2004 SEC Order") and with the California Attorney General's Office ("CAGO") concerning marketing support payments to securities dealers who sell fund shares (the "CAGO Settlement"). Under the terms of the settlements with the SEC and the CAGO, the Company retained an Independent Distribution Consultant ("IDC") to develop separate plans for the distribution of the respective settlement monies. The CAGO approved the distribution plan pertaining to the distribution of the monies owed under the CAGO settlement agreement, and in March 2005, the disbursement of monies to the relevant funds in accordance with the terms and conditions of that settlement was completed. The Trust did not participate in the CAGO Settlement. On June 23, 2006, the SEC approved the IDC's proposed plan of distribution arising from the December 13, 2004 SEC Order and disbursement of the settlement monies to the designated funds in accordance with the terms and conditions of the SEC's order and the plan will be completed in August, 2006. The Trust did not participate in the December 13, 2004 SEC Order. The IDC has also completed a proposed Plan of Distribution under the August 2, 2004 SEC Order resolving the SEC's market timing investigation and has submitted that plan to the SEC staff, where it is under review. The SEC has announced the following expected schedule with respect to the market timing Plan of Distribution: "The SEC anticipates that Notice of the Plan will be published on or after September 15, 2006. After publication and comment, the proposed Distribution Plan will be submitted to the SEC for approval. When the SEC approves the proposed Distribution Plan, with modifications as appropriate, distributions will begin pursuant to that Plan. The SEC anticipates the distribution will begin in the fall of 2006." In addition, the Company, as well as most of the mutual funds within Franklin Templeton Investments and certain current or former officers, directors, and/or employees, have been named in private lawsuits (styled as shareholder class actions, or as derivative actions on behalf of either the named funds or Franklin Resources, Inc.) relating to the industry practices referenced above, as well as to allegedly excessive advisory fees, commissions, and/or 12b-1 fees. The lawsuits were filed in different courts throughout the country. Many of those suits are now pending in a multi-district litigation in the United States District Court for the District of Maryland. The Company and fund management strongly believe that the claims made in each of the private lawsuits referenced above are without merit and intend to defend against them vigorously. The Company cannot predict with certainty the eventual outcome of these lawsuits, nor whether they will have a material negative impact on the Company. If it is determined that the Company bears responsibility for any unlawful or inappropriate conduct that caused losses to the Trust, it is committed to making the Trust or its shareholders whole, as appropriate. 34 | Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 8. FASB INTERPRETATION NO. 48 In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. We have not yet completed our evaluation of the impact, if any, of adopting FIN 48 on the Trust's financial statements. Annual Report | 35 The Money Market Portfolios REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF THE MONEY MARKET PORTFOLIOS: In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Money Market Portfolio and The U.S. Government Securities Money Market Portfolio constituting The Money Market Portfolios, (hereafter referred to as the "Funds") at June 30, 2006, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 16, 2006 36 | Annual Report The Money Market Portfolios TAX DESIGNATION (UNAUDITED) Under Section 871(k)(1)(C) of the Internal Revenue Code (Code), the Portfolios designate the maximum amount allowable but no less than the following amounts as interest related dividends for purposes of the tax imposed under Section 871(a)(1)(A) of the Code for the fiscal year ended June 30, 2006. ----------------------------------------- THE U.S. GOVERNMENT THE MONEY MARKET SECURITIES MONEY PORTFOLIO MARKET PORTFOLIO ----------------------------------------- $228,010,675 $3,867,212 Annual Report | 37 The Money Market Portfolios BOARD MEMBERS AND OFFICERS The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Fund, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Each board member will serve until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ HARRIS J. ASHTON (1932) Trustee Since 1992 141 Director, Bar-S Foods (meat packing One Franklin Parkway company). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). - ------------------------------------------------------------------------------------------------------------------------------------ ROBERT F. CARLSON (1928) Trustee Since 1998 56 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS); and FORMERLY, member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. - ------------------------------------------------------------------------------------------------------------------------------------ S. JOSEPH FORTUNATO (1932) Trustee Since 1992 142 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Attorney; and FORMERLY, member of the law firm of Pitney, Hardin, Kipp & Szuch (until 2002) (Consultant (2003)). - ------------------------------------------------------------------------------------------------------------------------------------ EDITH E. HOLIDAY (1952) Trustee Since 2005 137 Director, Hess Corporation (FORMERLY, One Franklin Parkway Amerada Hess Corporation) (explo- San Mateo, CA 94403-1906 ration and refining of oil and gas), H.J. Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad), and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989). - ------------------------------------------------------------------------------------------------------------------------------------ FRANK W.T. LAHAYE (1929) Trustee Since 1992 114 Director, Center for Creative Land One Franklin Parkway Recycling (redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). - ------------------------------------------------------------------------------------------------------------------------------------ 38 | Annual Report - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ GORDON S. MACKLIN (1928) Trustee Since 1992 141 Director, Martek Biosciences One Franklin Parkway Corporation, MedImmune, Inc. San Mateo, CA 94403-1906 (biotechnology), and Overstock.com (Internet services); and FORMERLY, Director, MCI Communication Corporation (subsequently known as MCI WorldCom, Inc. and WorldCom, Inc.) (communications services) (1988-2002), White Mountains Insurance Group, Ltd. (holding company) (1987-2004) and Spacehab, Inc.(aerospace services) (1994-2003). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company) (2001-2004); Chairman, White River Corporation (financial services) (1993-1998) and Hambrecht & Quist Group (investment banking) (1987-1992); and President, National Association of Securities Dealers, Inc. (1970-1987). - ------------------------------------------------------------------------------------------------------------------------------------ INTERESTED BOARD MEMBERS AND OFFICERS - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ **CHARLES B. JOHNSON (1933) Trustee and Trustee since 141 None One Franklin Parkway Chairman of the 1992 and San Mateo, CA 94403-1906 Board Chairman of the Board since 1993 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President, Franklin Templeton Distributors, Inc.; Director, Fiduciary Trust Company International; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ **RUPERT H. JOHNSON, JR. Trustee, Trustee since 123 None (1940) President and 1992 and One Franklin Parkway Chief Executive President and San Mateo, CA 94403-1906 Officer - Chief Executive Investment Officer - Management Investment Management since 2002 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Director, Franklin Advisers, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ Annual Report | 39 - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ HARMON E. BURNS (1945) Vice President Since 1992 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ JAMES M. DAVIS (1952) Chief Chief Not Applicable Not Applicable One Franklin Parkway Compliance Compliance San Mateo, CA 94403-1906 Officer and Officer since Vice 2004 and President - Vice President AML Compliance - AML Compliance since February 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). - ------------------------------------------------------------------------------------------------------------------------------------ LAURA FERGERSON (1962) Treasurer Since 2004 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 31 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003). - ------------------------------------------------------------------------------------------------------------------------------------ JIMMY D. GAMBILL (1947) Senior Vice Since 2002 Not Applicable Not Applicable 500 East Broward Blvd. President and Suite 2100 Chief Executive Fort Lauderdale, Officer - FL 33394-3091 Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ 40 | Annual Report - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ DAVID P. GOSS (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and director of one of the subsidiaries of Franklin Resources, Inc.; and officer of 47 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ BARBARA J. GREEN (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Deputy General Counsel and Secretary, Franklin Resources, Inc.; Secretary and Senior Vice President, Templeton Worldwide, Inc.; Secretary, Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Investment Advisory Services, LLC, Franklin Mutual Advisers, LLC, Franklin Templeton Alternative Strategies, Inc., Franklin Templeton Investor Services, LLC, Franklin Templeton Services, LLC, Franklin Templeton Distributors, Inc., Templeton Investment Counsel, LLC, and Templeton/Franklin Investment Services, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Deputy Director, Division of Investment Management, Executive Assistant and Senior Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979). - ------------------------------------------------------------------------------------------------------------------------------------ KAREN L. SKIDMORE (1952) Vice President Vice President Not Applicable Not Applicable One Franklin Parkway and Secretary since March San Mateo, CA 94403-1906 2006 and Secretary since April 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Vice President and Secretary, Templeton Funds Annuity Company; and officer of 31 of the investment companies in Franklin Templeton Investments. - ------------------------------------------------------------------------------------------------------------------------------------ CRAIG S. TYLE (1960) Vice President Since October Not Applicable Not Applicable One Franklin Parkway 2005 San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004). - ------------------------------------------------------------------------------------------------------------------------------------ Annual Report | 41 - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ GALEN G. VETTER (1951) Chief Since 2004 Not Applicable Not Applicable 500 East Broward Blvd. Financial Suite 2100 Officer and Fort Lauderdale, Chief FL 33394-3091 Accounting Officer PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of 47 of the investment companies in Franklin Templeton Investments; and FORMERLY, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner, McGladrey & Pullen, LLP (1979-1987 and 1991-2004). - ------------------------------------------------------------------------------------------------------------------------------------ * We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers. ** Charles B. Johnson and Rupert H. Johnson, Jr. are considered to be interested persons of the Fund under the federal securities laws due to their positions as officers and directors and major shareholders of Franklin Resources, Inc., which is the parent company of the Fund's investment manager and distributor. Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD OF TRUSTEES HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED FRANK W.T. LAHAYE AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. LAHAYE QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS PRESIDENT AND DIRECTOR OF MCCORMICK SELPH ASSOCIATES FROM 1954 THROUGH 1965; DIRECTOR AND CHAIRMAN OF TELEDYNE CANADA LTD. FROM 1966 THROUGH 1971; DIRECTOR AND CHAIRMAN OF QUARTERDECK CORPORATION FROM 1982 THROUGH 1998; AND SERVICES AS A DIRECTOR OF VARIOUS OTHER PUBLIC COMPANIES INCLUDING U.S. TELEPHONE INC. (1981-1984), FISHER IMAGING INC. (1991-1998) AND DIGITAL TRANSMISSIONS SYSTEMS (1995-1999). IN ADDITION, MR. LAHAYE SERVED FROM 1981 TO 2000 AS A DIRECTOR AND CHAIRMAN OF PEREGRINE VENTURE MANAGEMENT CO., A VENTURE CAPITAL FIRM, AND HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE ITS INCEPTION. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. LAHAYE HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. LAHAYE IS AN INDEPENDENT TRUSTEE AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL 1-800/DIAL BEN (1-800/342-5236) TO REQUEST THE SAI. 42 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held April 18, 2006, the Board of Trustees ("Board"), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the four separate funds within the Trust ("Fund(s)"). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, brokerage commissions and execution and other services provided by the Investment Manager ("Manager") and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. ("Lipper"), an independent organization, as well as a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional information accompanying such report was a memorandum prepared by management describing enhancements to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICE. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished them showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other Annual Report | 43 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted by the Board that such systems and procedures had functioned smoothly during the hurricanes and blackout experienced last year in Florida. Among other factors taken into account by the Board were the Manager's best execution trading policies, including a favorable report by an independent portfolio trading analytical firm. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed so as to be aligned with the interests of Fund shareholders. The Board also took into account the transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties and the firsthand experience of the individual Trustees who deal with the shareholder services department in their capacities as shareholders in one or more of the various Franklin Templeton funds. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper reports prepared for each individual Fund showed its investment performance in comparison to a performance universe selected by Lipper for the one-year period ended January 31, 2006, and for additional yearly periods ended that date depending on when a particular Fund commenced operations. The following summarizes the performance results for the Fund and the Board's view of such performance. The performance universe for the Fund consisted of the Fund and all institutional money market funds as selected by Lipper. The Lipper report comparison showed the Fund's total return to be in the middle quintile of such universe for the one-year period, and for each of the previous three-, five- and ten-year periods on an annualized basis. In discussing such performance, management pointed out that the Fund followed a very conservative approach with investments made only in those securities having the highest short-term ratings from rating agencies that rate such securities and constant monitoring that avoided ownership of any downgraded securities to tier II status. 44 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) Management further noted such policy was believed appropriate in view of the fact that Fund shareholders largely consisted of 401(k) or other defined contribution plans. Management further stated its belief, given the account size and servicing needs of these types of accounts, that the Fund was more retail than institutional in nature and its performance was in line with the retail money market universe, which it believed to be a more appropriate measure. The Board believed the Fund's performance to be acceptable, noting management's explanation. COMPARATIVE EXPENSES. Consideration was given to a comparative analysis of the management fees and total expense ratios of the Fund compared with those of a group of other funds selected by Lipper as its appropriate Lipper expense group under the Lipper reports. Prior to making such comparison, the Board relied upon a survey showing that the scope of investment management services covered under the Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups that would be used as a basis of comparison in the Lipper reports. In reviewing comparative costs, emphasis was given to the management fees of the Fund in comparison with the effective management fee that would have been charged by other funds within its Lipper expense group assuming it was the same size as the master money fund through which the Fund invests, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper effective management fee analysis includes administrative charges as being part of a management fee. The Lipper report for the Fund showed its effective management fee rate to be the third-highest in its 16 member Lipper expense group and its actual total expenses to be the fourth-highest in such group. In discussing these expenses, management pointed out to the Board that this Fund is not actively marketed and largely serves as an alternative and frequent temporary investment vehicle for institutional investors and other funds within the Franklin/Templeton/Mutual Series families and provides same-day wiring and exchange privileges for its shareholders. Management also pointed out that the Fund's actual total expenses were within 17 basis points of its expense group median, despite the fact that 12 funds in such group benefited from expense reimbursements or fee waivers, as set forth in the Lipper report. It was also noted that this Fund's comparison was based on a group of funds approximating the larger size of the master money fund through which it invests, as stated in the Lipper report, which may cause its non- management expenses to be overstated. Based upon management's discussions and points raised, the Board found the comparative expenses of this Fund to be acceptable. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to each of the individual funds. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including potential benefits resulting from allocation of fund brokerage and the use of "soft" commission dollars to pay for research. Annual Report | 45 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) Specific attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the cost allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Fund's independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Fund's Board solely for their purposes and use in reference to the profitability analysis. Included in the analysis were the revenue and related costs involved in providing services to the Fund, as well as each Fund's relative contribution to the profitability of the Manager's parent. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary to the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Manager as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing that any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some funds get larger, at some point economies of scale do result in the Manager's realizing a larger profit margin on management services provided such a fund. The advisory fee at the master fund level for the Fund is a flat rate of 0.15% at all asset levels. In addition, a separate fee for administrative services amounting to 0.20% at all asset levels is charged to the Fund. Management pointed out that a significant portion of its assets at any given time consisted of investments by other funds within the Franklin Templeton Investments complex pursuant to cash sweep arrangements aimed at efficient management of their excess cash. It was further noted that shareholders of funds participating in such arrangements benefited from the fact that their fund's normally higher investment management and administrative fees were reduced to the levels charged the Fund on assets invested under 46 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) such cash sweep arrangements. While intending to monitor this issue, the Board believed it questionable in view of the nature and role served by this Fund, the way it is managed, and the services it provides that the Manager and its affiliates benefited from any meaningful economies of scale, which were not reflected in the level of investment management and administrative fees charged the Fund and its shareholders. PROXY VOTING POLICIES AND PROCEDURES The Trust has established Proxy Voting Policies and Procedures ("Policies") that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at 1-954/527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800/SEC-0330. Annual Report | 47 This page intentionally left blank. FRANKLIN TEMPLETON INSTITUTIONAL [LOGO](R) FRANKLIN TEMPLETON 600 Fifth Avenue INSTITUTIONAL NEW YORK, NY 10020 ANNUAL REPORT INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. One Franklin Parkway San Mateo, CA 94403-1906 FRANKLIN TEMPLETON INSTITUTIONAL SERVICES 1-800/321-8563 franklintempletoninstitutional.com Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. 140 A2006 08/06 ITEM 2. CODE OF ETHICS. (a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer. (c) N/A (d) N/A (f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The Registrant has an audit committee financial expert serving on its audit committee. (2) The audit committee financial expert is Frank W. T. LaHaye and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $63,222 for the fiscal year ended June 30, 2006 and $58,914 for the fiscal year ended June 30, 2005. (b) Audit-Related Fees There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4. There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements. (c) Tax Fees There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning. There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning. (d) All Other Fees The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4 were $2,362 for the fiscal year ended June 30, 2006 and $0 for the fiscal year ended June 30, 2005. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process. The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant not reported in paragraphs (a)-(c) of Item 4 were $173,499 for the fiscal year ended June 30, 2006 and $4,500 for the fiscal year ended June 30, 2005. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process and the review of the ICI transfer agent survey. (e) (1) The registrant's audit committee is directly responsible for approving the services to be provided by the auditors, including: (i) pre-approval of all audit and audit related services; (ii) pre-approval of all non-audit related services to be provided to the Fund by the auditors; (iii)pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant's investment adviser or to any entity that controls, is controlled by or is under common control with the registrant's investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and (iv) establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules. (e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X. (f) No disclosures are required by this Item 4(f). (g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $175,861 for the fiscal year ended June 30, 2006 and $4,500 for the fiscal year ended June 30, 2005. (h) The registrant's audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. N/A ITEM 6. SCHEDULE OF INVESTMENTS. N/A ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. N/A ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY Holders. There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein. ITEM 11. CONTROLS AND PROCEDURES. (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant's management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant's management, including the Registrant's principal executive officer and the Registrant's principal financial officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures. Based on such evaluation, the Registrant's principal executive officer and principal financial officer concluded that the Registrant's disclosure controls and procedures are effective. (B) CHANGES IN INTERNAL CONTROLS. There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR. ITEM 12. EXHIBITS. (a) (1) Code of Ethics (a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Jimmy D. Gambill, Chief Executive Officer - Finance and Administration, and Galen G. Vetter, Chief Financial Officer (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Jimmy D. Gambill, Chief Executive Officer - Finance and Administration, and Galen G. Vetter, Chief Financial Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INSTITUTIONAL FIDUCIARY TRUST By /S/JIMMY D. GAMBILL ------------------- Jimmy D. Gambill Chief Executive Officer - Finance and Administration Date August 28, 2006 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /S/JIMMY D. GAMBILL ------------------- Jimmy D. Gambill Chief Executive Officer - Finance and Administration Date August 28, 2006 By /S/GALEN G. VETTER ------------------ Galen G. Vetter Chief Financial Officer Date August 28, 2006