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: 6/30/08 ------- ITEM 1. REPORTS TO STOCKHOLDERS. JUNE 30, 2008 (GRAPHIC) ANNUAL REPORT FRANKLIN CASH RESERVES FUND (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) FRANKLIN - TEMPLETON - MUTUAL SERIES Contents ANNUAL REPORT Franklin Cash Reserves Fund ............................................... 1 Performance Summary ....................................................... 3 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 ................... 15 Tax Designation ........................................................... 16 Board Members and Officers ................................................ 17 The Money Market Portfolios ............................................... 22 Shareholder Information ................................................... 39 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 preservation of shareholders' capital and liquidity. The Fund invests all of its assets in the shares of The Money Market Portfolio (the Portfolio), which has the same investment goal and policies. 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. This annual report for Franklin Cash Reserves Fund covers the fiscal year ended June 30, 2008. PERFORMANCE OVERVIEW Declining short-term interest rates during the year under review resulted in a decrease in the Fund's yield. In this environment, the Fund's seven-day annualized yield fell from 4.51% on June 30, 2007, to 1.69% on June 30, 2008. ECONOMIC AND MARKET OVERVIEW During the 12 months ended June 30, 2008, the U.S. economy continued to expand, albeit at a sluggish pace. Gross domestic product growth decelerated sharply and registered a -0.2% annualized growth rate in the fourth quarter of 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 6/30/08 % OF TOTAL INVESTMENTS ----------- Certificates of Deposit 47.6% Commercial Paper 42.4% Bank Notes 7.6% Repurchase Agreements 2.0% U.S. Government Agency Securities 0.4% 2007 from a fairly robust growth rate of 4.8% in the preceding quarter as on-going weakness in the financial, labor and housing markets and waning investor and consumer confidence led to a pullback in consumer spending. These factors as well as upward inflationary pressures from a weakening U.S. dollar and increasing food, energy and commodity prices weighed on the overall economy. The retrenchment continued in the first quarter of 2008 as the economy grew at a 0.9% annualized rate. Economic growth, however, modestly improved in the second quarter and expanded at an estimated 1.9% annualized rate, largely supported by strong exports, some improvements in the housing market and a slight uptick in consumer spending. Volatile oil prices reached a historical high in June, topping $143 per barrel, before retreating to $140 by period-end. Despite inflation risks from higher food and energy costs, core inflation, which excludes such costs, remained relatively subdued at an annual 2.4% rate in June 2008.(1) This level was above the Federal Reserve Board's (Fed's) informal target range of 1.5%-2%. The core personal consumption expenditures price index reported a 12-month increase of 2.3%.(2) The Fed acted aggressively to restore liquidity and confidence to unsettled financial markets and cut interest rates seven times over the 12-month period, bringing the federal funds target rate to 2.00%. The Fed also implemented a series of unconventional measures aimed at easing strained credit conditions. However, since April 30, the Fed has held rates steady and indicated growing concerns about inflation as it must balance the risks of a slowing economy and mounting inflationary pressures. Despite the Fed's actions, U.S. Treasuries rallied and financial stocks continued to sell off for most of the reporting period. Fixed income spreads generally widened relative to Treasury yields over the period due to heightened market turbulence. Investors continued to seek the relative safety of short- and intermediate-term U.S. Treasury securities as Treasury yields declined and the yield curve steepened. Short-term, two- and five-year yields declined significantly, with the two-year bill yielding 2.63% at the end of June, down from 4.87% a year earlier. Over the same period, the 10-year U.S. Treasury note yield declined from 5.03% to 3.99%. 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 (1.) Source: Bureau of Labor Statistics. (2.) Source: Bureau of Economic Analysis. 2 | Annual Report 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 relatively volatile securities that we believe involve undue risk. MANAGER'S DISCUSSION We continued to invest the Portfolio's assets in high-quality money market securities. For example, on June 30, 2008, 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.(3) We appreciate your support, welcome new shareholders and look forward to serving your investment needs in the years ahead. (3.) These do not indicate ratings of the Fund. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, 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. PERFORMANCE SUMMARY SYMBOL: INRXX 6/30/08 Seven-day annualized yield 1.69% Total annual operating expenses* Without waiver 0.83% With waiver 0.81% The administrator has contractually agreed to limit its fees and to assume as its own expense certain expenses otherwise payable by the Fund so that total annual Fund operating expenses do not exceed 0.81% (other than certain non-routine expenses or costs, including those relating to litigation, indemnification, reorganizations and liquidations) until 10/31/08. If the administrator had not taken this action, the Fund's annualized yield for the period would have been 1.63%. * Figures are as stated in the Fund's prospectus current as of the date of this report. Annualized yield is for the seven-day period ended 6/30/08. The Fund's average weighted maturity was 53 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 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. Annual Report | 3 Your Fund's Expenses As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - 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 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 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- Actual $1,000 $1,011.90 $4.10 Hypothetical (5% return before expenses) $1,000 $1,020.79 $4.12 * Expenses are calculated using the most recent six-month annualized expense ratio, net of expense waiver, of 0.82%, which includes the net expenses incurred by the Portfolio, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Annual Report | 5 Institutional Fiduciary Trust FINANCIAL HIGHLIGHTS FRANKLIN CASH RESERVES FUND YEAR ENDED JUNE 30, ---------------------------------------------------- 2008 2007 2006 2005 2004 -------- -------- -------- -------- -------- 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 0.045 0.034 0.013 0.002 Less distributions from net investment income ............. (0.034) (0.045) (0.034) (0.013) (0.002) -------- -------- -------- -------- -------- Net asset value, end of year .............................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======== ======== ======== ======== ======== Total return .............................................. 3.45% 4.56% 3.49% 1.36% 0.21% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates(a) ...... 0.87% 0.87% 0.84% 0.98% 1.06% Expenses net of waiver and payments by affiliates(a) ...... 0.81% 0.85% 0.81% 0.85% 0.85% Net investment income ..................................... 3.36% 4.48% 3.35% 1.34% 0.23% SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $150,390 $141,685 $142,192 $190,179 $196,808 (a) The expense ratio includes the Fund's share of the Portfolio's allocated expenses. The accompanying notes are an integral part of these financial statements. 6 | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 FRANKLIN CASH RESERVES FUND SHARES VALUE --------------------------- ----------- ------------ MUTUAL FUND (COST $150,513,711) 100.1% (a) The Money Market Portfolio, 2.43%........ 150,513,711 $150,513,711 OTHER ASSETS, LESS LIABILITIES (0.1)%.... (123,844) ------------ NET ASSETS 100.0%........................ $150,389,867 ============ (a) The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 7 Institutional Fiduciary Trust FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES June 30, 2008 FRANKLIN CASH RESERVES FUND ------------- Assets: Investment in Portfolio, at value and cost ..................... $150,513,711 Receivables from capital shares sold ........................... 575,844 ------------ Total assets ............................................ 151,089,555 ------------ Liabilities: Payables: Capital shares redeemed ..................................... 491,250 Affiliates .................................................. 68,176 Distributions to shareholders ............................... 23,064 Unaffiliated transfer agent fees ............................ 92,442 Accrued expenses and other liabilities ......................... 24,756 ------------ Total liabilities ........................................... 699,688 ------------ Net assets, at value ..................................... $150,389,867 ============ Net assets consist of paid-in capital ............................. $150,389,867 ============ Shares outstanding ................................................ 150,389,867 ============ Net asset value per share ......................................... $ 1.00 ============ The accompanying notes are an integral part of these financial statements. 8 | Annual Report Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the year ended June 30, 2008 FRANKLIN CASH RESERVES FUND ------------- Investment income: Dividends from Portfolio ...................................... $5,868,923 ---------- Expenses: Administrative fees (Note 3a) .................................. 365,565 Distribution fees (Note 3b) .................................... 307,805 Transfer agent fees (Note 3c) .................................. 315,379 Reports to shareholders ........................................ 1,161 Registration and filing fees ................................... 22,406 Professional fees .............................................. 25,134 Trustees' fees and expenses .................................... 2,838 Other .......................................................... 1,421 ---------- Total expenses .............................................. 1,041,709 Expenses waived/paid by affiliates (Note 3d) ................ (84,550) ---------- Net expenses ............................................. 957,159 ---------- Net investment income ................................. 4,911,764 ---------- Net increase (decrease) in net assets resulting from operations ... $4,911,764 ========== The accompanying notes are an integral part of these financial statements. Annual Report | 9 Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN CASH RESERVES FUND YEAR ENDED JUNE 30, --------------------------- 2008 2007 ------------ ------------ Increase (decrease) in net assets: Net investment income from operations ................................................ $ 4,911,764 $ 6,256,241 Distributions to shareholders from net investment income ............................. (4,911,764) (6,256,241) Capital share transactions (Note 2) .................................................. 8,705,308 (507,642) ------------ ------------ Net increase (decrease) in net assets ............................................. 8,705,308 (507,642) Net assets (there is no undistributed net investment income at beginning or end of year): Beginning of year .................................................................... 141,684,559 142,192,201 ------------ ------------ End of year .......................................................................... $150,389,867 $141,684,559 ============ ============ The accompanying notes are an integral part of these financial statements. 10 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS FRANKLIN CASH RESERVES FUND 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Institutional Fiduciary Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of two separate funds. The Franklin Cash Reserves Fund (Fund) included in this report is diversified. The financial statements of the remaining fund in the Trust are presented separately. The Fund invests substantially all of its assets in The Money Market Portfolio (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, 2008, the Fund owns 2.14% of the Portfolio. B. INCOME TAXES No provision has been made for U.S. income taxes because it is the Fund's policy 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. The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of June 30, 2008, and has determined that no provision for income tax is required in the Fund's financial statements. 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 of America. 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) FRANKLIN CASH RESERVES FUND 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, on behalf of the Fund, 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. Currently, the Trust expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund's shares at $1.00 per share were as follows: YEAR ENDED JUNE 30, --------------------------- 2008 2007 ------------ ------------ Shares sold ...................................... $ 94,248,471 $ 81,098,224 Shares issued in reinvestment of distributions ... 4,898,965 6,194,399 Shares redeemed .................................. (90,442,128) (87,800,265) ------------ ------------ Net increase (decrease) .......................... $ 8,705,308 $ (507,642) ============ ============ 12 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) FRANKLIN CASH RESERVES FUND 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/trustees 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 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 servicing, 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 For the year ended June 30, 2008, the Fund paid transfer agent fees of $315,379, of which $152,921 was retained by Investor Services. D. WAIVER AND EXPENSE REIMBURSEMENTS Advisers has agreed in advance to waive all or a portion of its fees and to assume payment of other expenses through October 31, 2008. Total expenses waived or paid are not subject to reimbursement by the Fund subsequent to the Fund's fiscal year end. After October 31, 2008, Advisers may discontinue this waiver at any time upon notice to the Fund's Board of Trustees. 4. INCOME TAXES The tax character of distributions paid during the years ended June 30, 2008 and 2007, was as follows: 2008 2007 ---------- ---------- Distributions paid from ordinary income ... $4,911,764 $6,256,241 ========== ========== Annual Report | 13 Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) FRANKLIN CASH RESERVES FUND 4. INCOME TAXES (CONTINUED) At June 30, 2008, the cost of investments and undistributed ordinary income for income tax purposes were as follows: Cost of investments ............. $150,513,711 ------------ Undistributed ordinary income ... $ 23,064 ============ 5. NEW ACCOUNTING PRONOUNCEMENT In September 2006, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 157, "Fair Value Measurement" (SFAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Trust believes the adoption of SFAS 157 will have no material impact on its financial statements. 14 | Annual Report Institutional Fiduciary Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF FRANKLIN CASH RESERVES FUND 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 The Franklin Cash Reserves Fund (the "Fund") at June 30, 2008, 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, which included confirmation of investments with the Portfolio's transfer agent at June 30, 2008, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 19, 2008 Annual Report | 15 Institutional Fiduciary Trust TAX DESIGNATION (UNAUDITED) FRANKLIN CASH RESERVES FUND Under Section 871(k)(1)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $4,911,764 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, 2008. 16 | Annual Report 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 Trust, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves 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 143 Bar-S Foods One Franklin Parkway (meat packing 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 122 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971-January 2008); member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. SAM GINN (1937) Trustee Since 2007 122 Chevron Corporation (global One Franklin Parkway energy company) and ICO Global San Mateo, CA 94403-1906 Communications (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 2005 143 Hess Corporation (exploration One Franklin Parkway and refining of oil and gas), San Mateo, CA 94403-1906 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). Annual Report | 17 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 122 Center for Creative Land One Franklin Parkway Recycling (brownfield San Mateo, CA 94403-1906 redevelopment). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). FRANK A. OLSON (1932) Trustee Since 2005 143 Hess Corporation (exploration One Franklin Parkway and refining of oil and gas) and San Mateo, CA 94403-1906 Sentient Jet (private jet service). 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). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee since 122 None One Franklin Parkway Independent 2007 and Lead San Mateo, CA 94403-1906 Trustee Independent Trustee since January 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and FORMERLY, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President - Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Executive Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). 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 143 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.; Director, Templeton Worldwide, 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 42 of the investment companies in Franklin Templeton Investments. 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 - ------------------------------ --------------- ------------------ ----------------------- -------------------------------- **GREGORY E. JOHNSON (1961) Trustee Since 2007 94 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 33 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 President Vice President - AML Compliance - AML since 2006 Compliance PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). LAURA F. FERGERSON (1962) Treasurer, Treasurer since Not Applicable Not Applicable One Franklin Parkway Chief Financial 2004, Chief Finan- San Mateo, CA 94403-1906 Officer and cial Officer and Chief Chief Accounting Accounting Officer since Officer February 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 46 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) Vice President Since February Not Applicable Not Applicable 500 East Broward Blvd. 2008 Suite 2100 Fort Lauderdale, FL 33394-3091 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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 46 of the investment companies in Franklin Templeton Investments. Annual Report | 19 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------ --------------- ------------------ ----------------------- -------------------------------- RUPERT H. JOHNSON, JR. (1940) President and Since 2002 Not Applicable Not Applicable One Franklin Parkway Chief Executive San Mateo, CA 94403-1906 Officer - Investment Management PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, 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 44 of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice President Since 2006 Not Applicable Not Applicable One Franklin Parkway and Secretary San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. CRAIG S. TYLE (1960) Vice President Since 2005 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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). 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 - ------------------------------ --------------- ------------------ ----------------------- -------------------------------- GALEN G. VETTER (1951) Senior Vice Since February Not Applicable Not Applicable 500 East Broward Blvd. President and 2008 Suite 2100 Chief Executive Fort Lauderdale, FL 33394-3091 Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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 is considered to be an interested person of the Trust under the federal securities laws due to his position as officer and director and major shareholder of Franklin Resources, Inc. (Resources), which is the parent company of the Fund's administrator and distributor. Gregory E. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as an officer and director of Resources. Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father and uncle, respectively, of Gregory E. Johnson. Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change. 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 JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE 2006. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. WILSON 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. WILSON 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. Annual Report | 21 The Money Market Portfolios FINANCIAL HIGHLIGHTS THE MONEY MARKET PORTFOLIO YEAR ENDED JUNE 30, ---------------------------------------------------------------- 2008 2007 2006 2005 2004 ---------- ---------- ---------- ---------- ---------- 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 0.052 0.041 0.020 0.009 Net realized gains (losses) ...................... -- --(a) -- -- -- ---------- ---------- ---------- ---------- ---------- Less distributions from net investment income ....... (0.040) (0.052) (0.041) (0.020) (0.009) ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ........................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ========== ========== ========== ========== ========== Total return ........................................ 4.10% 5.28% 4.15% 2.06% 0.94% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates and expense reduction ................................ 0.16% 0.15% 0.16% 0.16% 0.16% Expenses net of waiver and payments by affiliates and expense reduction(b) ............................. 0.16% 0.15% 0.16% 0.16% 0.15% Net investment income ............................... 4.02% 5.17% 4.09% 2.04% 0.93% SUPPLEMENTAL DATA Net assets, end of year (000's) ..................... $7,028,194 $6,580,101 $4,993,739 $5,676,479 $5,505,394 (a) Amount rounds to less than $0.001 per share. (b) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 22 | Annual Report The Money Market Portfolios STATEMENT OF INVESTMENTS, JUNE 30, 2008 PRINCIPAL THE MONEY MARKET PORTFOLIO AMOUNT(a) VALUE -------------------------- ------------- -------------- INVESTMENTS 102.4% BANK NOTES 7.8% Bank of America NA, 2.85%, 10/14/08 ..................................................... $ 275,000,000 $ 275,007,946 Wells Fargo Bank NA, 2.50%, 7/14/08 ..................................................... 275,000,000 275,000,000 -------------- TOTAL BANK NOTES (COST $550,007,946) .................................................... 550,007,946 -------------- CERTIFICATES OF DEPOSIT 48.8% ABN Amro Bank NV, Chicago Branch, 2.43%, 7/08/08 ........................................ 275,000,000 275,000,534 Australia and New Zealand Banking Group Ltd., New York Branch, 2.92%, 10/15/08 .......... 125,000,000 125,003,645 Bank of Ireland, Connecticut Branch, 2.625%, 7/07/08 .................................... 275,000,000 275,000,228 Banque Nationale De Paris, New York Branch, 2.88%, 7/23/08 .............................. 100,000,000 100,000,000 Banque Nationale De Paris, New York Branch, 2.45%, 8/15/08 .............................. 175,000,000 175,002,133 Barclays Bank PLC, New York Branch, 2.87%, 7/29/08 ...................................... 275,000,000 275,000,000 Calyon NY, New York Branch, 2.90%, 10/01/08 ............................................. 275,000,000 275,000,000 Dexia Credit Local NY, New York Branch, 2.66%, 8/08/08 .................................. 275,000,000 275,000,000 Lloyds Bank PLC, New York Branch, 2.395%, 7/10/08 ....................................... 275,000,000 275,000,686 Rabobank Nederland, New York Branch, 2.67%, 9/12/08 ..................................... 275,000,000 275,000,000 Royal Bank of Canada, New York Branch, 2.72%, 9/15/08 ................................... 275,000,000 275,000,000 Svenska Handelsbanken, New York Branch, 2.59%, 9/03/08 .................................. 275,000,000 275,000,000 Toronto-Dominion Bank, New York Branch, 2.60%, 8/21/08 .................................. 275,000,000 275,000,000 Westpac Banking Corp., New York Branch, 2.85%, 8/22/08 .................................. 275,000,000 275,003,935 -------------- TOTAL CERTIFICATES OF DEPOSIT (COST $3,425,011,161) ..................................... 3,425,011,161 -------------- (b) COMMERCIAL PAPER 43.4% Abbott Laboratories, 7/08/08 ............................................................ 77,000,000 76,967,061 Australia and New Zealand Banking Group Ltd., 7/09/08 ................................... 100,000,000 99,944,444 Australia and New Zealand Banking Group Ltd., 8/04/08 ................................... 50,000,000 49,882,417 BP Capital Markets PLC, 7/01/08 ......................................................... 106,878,000 106,878,000 Commonwealth Bank of Australia, 7/07/08 ................................................. 100,000,000 99,956,083 Commonwealth Bank of Australia, 9/22/08 ................................................. 175,000,000 173,910,625 Danske Corp., 7/01/08 ................................................................... 50,000,000 50,000,000 Danske Corp., 7/28/08 ................................................................... 275,000,000 274,480,250 General Electric Capital Corp., 3/06/09 ................................................. 275,000,000 269,316,666 Internationale Nederlanden U.S., 7/01/08 ................................................ 50,000,000 50,000,000 Internationale Nederlanden U.S., 9/08/08 ................................................ 275,000,000 273,632,219 Johnson & Johnson, 7/21/08 .............................................................. 75,000,000 74,883,000 Johnson & Johnson, 7/28/08 .............................................................. 200,000,000 199,772,222 Lloyds Bank PLC (CP), 7/01/08 ........................................................... 100,000 100,000 Nestle Capital Corp., 7/01/08 ........................................................... 155,700,000 155,700,000 Nestle Capital Corp., 7/21/08 ........................................................... 100,000,000 99,881,667 Novartis Finance Corp., 7/18/08 ......................................................... 250,000,000 249,728,472 PepsiCo Inc., 7/02/08 ................................................................... 125,000,000 124,992,535 PepsiCo Inc., 7/07/08 ................................................................... 50,000,000 49,982,250 Pfizer Inc., 7/15/08 .................................................................... 125,306,000 125,212,438 Procter & Gamble International Funding, 7/01/08 ......................................... 100,000,000 100,000,000 Procter & Gamble International Funding, 7/22/08 ......................................... 50,000,000 49,936,708 Toyota Motor Credit Corp., 2/09/09 ...................................................... 250,000,000 245,896,181 United Parcel Service Inc., 7/09/08 ..................................................... 50,000,000 49,977,778 -------------- TOTAL COMMERCIAL PAPER (COST $3,051,031,016) ............................................ 3,051,031,016 -------------- Annual Report | 23 The Money Market Portfolios STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) PRINCIPAL THE MONEY MARKET PORTFOLIO AMOUNT(a) VALUE -------------------------- ------------- -------------- INVESTMENTS (CONTINUED) U.S. GOVERNMENT AND AGENCY SECURITIES (COST $30,325,000) 0.4% (b) FHLB, 7/01/08 ........................................................................... $ 30,325,000 $ 30,325,000 -------------- TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS(COST $7,056,375,123) ..................... 7,056,375,123 -------------- (c) REPURCHASE AGREEMENTS 2.0% ABN Amro Bank NV, 2.15%, 7/01/08 (Maturity Value $55,003,285) Collateralized by U.S. Government Agency Securities, 3.125% - 4.75%, 4/24/09 - 11/12/10 ................................................................ 55,000,000 55,000,000 Deutsche Morgan Grenfell, 1.75%, 7/01/08 (Maturity Value $84,159,091) Collateralized by (a)U.S. Treasury Bill, 9/25/08; and U.S. Treasury Note, 3.00%, 7/15/12 ................................................................................. 84,155,000 84,155,000 -------------- TOTAL REPURCHASE AGREEMENTS (COST $139,155,000) ......................................... 139,155,000 -------------- TOTAL INVESTMENTS (COST $7,195,530,123) 102.4% .......................................... 7,195,530,123 OTHER ASSETS, LESS LIABILITIES (2.4)% ................................................... (167,335,933) -------------- NET ASSETS 100.0% ....................................................................... $7,028,194,190 ============== SELECTED PORTFOLIO ABBREVIATIONS FHLB - Federal Home Loan Bank (a) The principal amount is stated in U.S. dollars unless otherwise indicated. (b) The security is traded on a discount basis with no stated coupon rate. (c) See Note 1(b) regarding repurchase agreements. The accompanying notes are an integral part of these financial statements. 24 | Annual Report The Money Market Portfolios FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES June 30, 2008 THE MONEY MARKET PORTFOLIO -------------- Assets: Investments in securities, at amortized cost ................... $7,056,375,123 Repurchase agreements, at value and cost ....................... 139,155,000 -------------- Total investments ........................................ $7,195,530,123 Cash ........................................................... 5,646 Interest receivable ............................................ 8,650,806 -------------- Total assets ............................................. 7,204,186,575 -------------- Liabilities: Payables: Investment securities purchased ............................. 175,002,133 Affiliates .................................................. 864,562 Distributions to shareholders ............................... 8,342 Accrued expenses and other liabilities ......................... 117,348 -------------- Total liabilities ........................................ 175,992,385 -------------- Net assets, at value .................................. $7,028,194,190 -------------- Net assets consist of: Paid-in capital ................................................ $7,028,213,659 Accumulated net realized gain (loss) ........................... (19,469) -------------- Net assets, at value .................................. $7,028,194,190 ============== Shares outstanding ................................................ 7,028,213,659 ============== Net asset value per share ......................................... $ 1.00 ============== The accompanying notes are an integral part of these financial statements. Annual Report | 25 The Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the year ended June 30, 2008 THE MONEY MARKET PORTFOLIO ------------ Investment income: Interest ....................................................... $282,174,972 ------------ Expenses: Management fees (Note 3a) ...................................... 10,149,545 Custodian fees (Note 4) ........................................ 115,572 Reports to shareholders ........................................ 9,144 Professional fees .............................................. 105,934 Other .......................................................... 110,380 ------------ Total expenses .............................................. 10,490,575 Expense reductions (Note 4) ................................. (1,906) ------------ Net expenses ............................................. 10,488,669 ------------ Net investment income ................................. 271,686,303 ------------ Net increase (decrease) in net assets resulting from operations ... $271,686,303 ============ The accompanying notes are an integral part of these financial statements. 26 | Annual Report The Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS THE MONEY MARKET PORTFOLIO YEAR ENDED JUNE 30, ------------------------------- 2008 2007 -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ............................................................. $ 271,686,303 $ 318,082,571 Net realized gain (loss) from investments ......................................... -- (19,469) -------------- -------------- Net increase (decrease) in net assets resulting from operations ................ 271,686,303 318,063,102 -------------- -------------- Distributions to shareholders from net investment income ............................. (271,686,303) (318,082,571) Capital share transactions (Note 2) .................................................. 448,092,878 1,586,381,761 -------------- -------------- Net increase (decrease) in net assets .......................................... 448,092,878 1,586,362,292 Net assets (there is no undistributed net investment income at beginning or end of year): Beginning of year .................................................................... 6,580,101,312 4,993,739,020 -------------- -------------- End of year .......................................................................... $7,028,194,190 $6,580,101,312 ============== ============== The accompanying notes are an integral part of these financial statements. Annual Report | 27 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The Money Market Portfolios (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as a diversified, open-end investment company, consisting of one portfolio, The Money Market Portfolio (Portfolio). The shares of the Portfolio are issued in private placements and are exempt from registration under the Securities Act of 1933. The following summarizes the Portfolio's 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 Portfolio may enter into repurchase agreements, which are accounted for as a loan by the Portfolio to the seller, collateralized by securities which are delivered to the Portfolio's 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 Portfolio, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. All repurchase agreements held by the Portfolio at year end had been entered into on June 30, 2008. Repurchase agreements are valued at cost. C. INCOME TAXES No provision has been made for U.S. income taxes because it is the Portfolio's policy 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. The Portfolio has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of June 30, 2008, and has determined that no provision for income tax is required in the Portfolio's financial statements. 28 | 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 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 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 of America. 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. 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. Currently, the Trust expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Portfolio's shares at $1.00 per share were as follows: YEAR ENDED JUNE 30, --------------------------------- 2008 2007 --------------- --------------- Shares sold ..................................... $ 8,390,404,437 $ 9,565,818,487 Shares issued on merger (Note 6) ................ -- 84,125,474 Shares issued in reinvestment of distributions .. 271,685,448 318,075,338 Shares redeemed ................................. (8,213,997,007) (8,381,637,538) --------------- --------------- Net increase (decrease) ......................... $ 448,092,878 $ 1,586,381,761 =============== =============== Annual Report | 29 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 or trustees of the Franklin Money Fund, the Institutional Fiduciary Trust, and the Franklin Templeton Money Fund Trust, 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 Portfolio pays an investment management fee to Advisers of 0.15% per year of the average daily net assets of the Portfolio. B. TRANSFER AGENT FEES Investor Services, under terms of an agreement, performs shareholder servicing for the Portfolio and is not paid by the Portfolio for the services. C. OTHER AFFILIATED TRANSACTIONS At June 30, 2008, the shares of the Portfolio were owned by the following funds: PERCENTAGE OF SHARES OUTSTANDING SHARES ------------- ------------------ Institutional Fiduciary Trust - Money Market Portfolio ........ 4,086,199,858 58.14% Franklin Money Fund ........................................... 2,495,690,642 35.51% Franklin Templeton Money Fund Trust - Franklin Templeton Money Fund .............................. 295,809,448 4.21% Institutional Fiduciary Trust - Franklin Cash Reserves Fund ... 150,513,711 2.14% 4. EXPENSE OFFSET ARRANGEMENT The Portfolio has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Portfolio's custodian expenses. During the year ended June 30, 2008, the custodian fees were reduced as noted in the Statement of Operations. 5. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At June 30, 2008, the Portfolio had tax basis capital losses of $19,469 expiring in 2016. 30 | Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INCOME TAXES (CONTINUED) The tax character of distributions paid during the years ended June 30, 2008 and 2007, was as follows: 2008 2007 ------------ ------------ Distributions paid from ordinary income ...... $271,686,303 $318,082,571 ------------ ------------ At June 30, 2008, the cost of investments and undistributed ordinary income for income tax purposes were as follows: Cost of investments............. $7,195,530,123 -------------- Undistributed ordinary income... $ 8,342 -------------- 6. MERGER On August 31, 2006, the Franklin Money Fund acquired all of the assets, subject to liabilities of the Franklin Federal Money Fund pursuant to an agreement of merger. The merger was accomplished by a taxable exchange and accounted for as a purchase, and resulted in the Franklin Money Fund owning shares of the U.S. Government Securities Money Market Portfolio. The Franklin Money Fund then used the shares of the U.S. Government Securities Money Market Portfolio to purchase in-kind additional shares of the Portfolio. The U.S. Government Securities Money Market Portfolio then liquidated and transferred its portfolio securities to the Portfolio. The selected financial information and shares outstanding immediately before and after the acquisition were as follows: SHARES AT FUND NAME $1.00 PER SHARE - --------- --------------- The U.S. Government Securities Money Market Portfolio.. 84,125,474 The Money Market Portfolio............................. 5,604,232,120 The Money Market Portfolio - post merger............... 5,688,357,594 7. NEW ACCOUNTING PRONOUNCEMENT In September 2006, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 157, "Fair Value Measurement" (SFAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Trust believes the adoption of SFAS 157 will have no material impact on its financial statements. Annual Report | 31 The Money Market Portfolios INDEPENDENT AUDITORS' REPORT (UNAUDITED) TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF THE MONEY MARKET PORTFOLIO 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 The Money Market Portfolio (the "Fund") at June 30, 2008, 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, which included confirmation of securities at June 30, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 19, 2008 32 | Annual Report The Money Market Portfolios TAX DESIGNATION (UNAUDITED) Under Section 871(k)(1)(C) of the Internal Revenue Code (Code), the Portfolio designates the maximum amount allowable but no less than $271,686,303 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, 2008. Annual Report | 33 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 Trust, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH LENGTH OF COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ ------------------ ------------------------------------ HARRIS J. ASHTON (1932) Trustee Since 1992 143 Bar-S Foods (meat packing company). One Franklin Parkway 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 122 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971-January 2008); member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. SAM GINN (1937) Trustee Since 2007 122 Chevron Corporation (global energy One Franklin Parkway company) and ICO Global San Mateo, CA 94403-1906 Communications (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 2005 143 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas), H.J. Heinz San Mateo, CA 94403-1906 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). 34 | Annual Report NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH LENGTH OF COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ ------------------ ------------------------------------ FRANK W.T. LAHAYE (1929) Trustee Since 1992 122 Center for Creative Land Recycling One Franklin Parkway (brownfield 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). FRANK A. OLSON (1932) Trustee Since 2007 143 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas) and Sentient San Mateo, CA 94403-1906 Jet (private jet service). 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). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee since 122 None One Franklin Parkway Independent 2007 and Lead San Mateo, CA 94403-1906 Trustee Independent Trustee since January 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and FORMERLY, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President - Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Executive Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). Annual Report | 35 INTERESTED BOARD MEMBERS AND OFFICERS NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH LENGTH OF COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ ------------------ ------------------------------------ **CHARLES B. JOHNSON (1933) Trustee and Trustee since 143 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.; Director, Templeton Worldwide, 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 42 of the investment companies in Franklin Templeton Investments. **GREGORY E. JOHNSON (1961) Trustee Since 2007 94 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 33 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 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). LAURA F. FERGERSON (1962) Treasurer, Treasurer since Not Applicable Not Applicable One Franklin Parkway Chief Financial 2004, Chief San Mateo, CA 94403-1906 Officer and Financial Officer Chief and Chief Accounting Accounting Officer Officer since February 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 46 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). 36 | Annual Report NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH LENGTH OF COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ ------------------ ------------------------------------ JIMMY D. GAMBILL (1947) Vice President Since February Not Applicable Not Applicable 500 East Broward Blvd. 2008 Suite 2100 Fort Lauderdale, FL 33394-3091 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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 46 of the investment companies in Franklin Templeton Investments. RUPERT H. JOHNSON, JR. (1940) President and Since 2002 Not Applicable Not Applicable One Franklin Parkway Chief San Mateo, CA 94403-1906 Executive Officer - Investment Management PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, 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 44 of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice President Since 2006 Not Applicable Not Applicable One Franklin Parkway and Secretary San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. Annual Report | 37 NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH LENGTH OF COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ ------------------ ------------------------------------ CRAIG S. TYLE (1960) Vice President Since 2005 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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) Senior Vice Since February Not Applicable Not Applicable 500 East Broward Blvd. President and 2008 Suite 2100 Chief Fort Lauderdale, FL 33394-3091 Executive Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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 is considered to be an interested person of the Trust under the federal securities laws due to his position as officer and director and major shareholder of Franklin Resources, Inc. (Resources), which is the parent company of the Fund's administrator and distributor. Gregory E. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as an officer and director of Resources. Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father and uncle, respectively, of Gregory E. Johnson. Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change. 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 JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE 2006. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. WILSON 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. WILSON 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. 38 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION FRANKLIN CASH RESERVES FUND BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held April 15, 2008, 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 two separate funds within the Trust including Franklin Cash Reserves Fund (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 material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund. 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 Fund and its 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 Annual Report | 39 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN CASH RESERVES FUND BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) and restrictions for the 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 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 continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned smoothly during the Florida hurricanes and blackouts experienced in recent years. 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 the 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 and that a portion of such bonus was required to be invested in a predesignated list of funds within such person's fund management area so as to be aligned with the interests of Fund shareholders. The Board also took into account the quality of 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, the high industry ranking given to the Franklin Templeton website, and the firsthand experience of individual Board members 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 the 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 report furnished for the agreement renewal. The Lipper report prepared for the Fund showed its investment performance in comparison to a performance universe selected by Lipper for the one-year period ended January 31, 2008, and for additional yearly periods ended that date depending on when the Fund commenced operations. The following summarizes the performance results for the Fund and the Board's view of such performance. 40 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN CASH RESERVES FUND BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) The performance universe for this 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 10-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 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 more 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 in view of 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 report for the Fund. Prior to making such comparison, the Board relied upon a survey showing that the scope of management advisory services covered under the Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups. In reviewing comparative costs, emphasis was given to the contractual investment management fees of Franklin Cash Reserves Fund in comparison with the contractual investment management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the master money fund through which the Funds invests, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual investment management fee analysis includes administrative charges as being part of a management fee. The results of these comparisons showed, in the case of Franklin Cash Reserves Fund, that its contractual investment management fee rate and total expenses were both in the most expensive quintile of its 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, 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 second 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. Annual Report | 41 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN CASH RESERVES FUND BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of the 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 the Fund. Specific attention was given to the methodology followed in allocating costs to the 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, while being continuously refined and reflecting changes in the Manager's own cost accounting, the allocation methodology was consistent with that followed in profitability report presentations for the Fund 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. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to the 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 Fund, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC and other regulatory 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. 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. 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 the 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 Fund grows 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 realizing a larger profit margin on management services provided such a fund. The advisory fee at the master fund level for Franklin Cash Reserves 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 42 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) FRANKLIN CASH RESERVES FUND BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) continuously review the issue, the Board believed it problematic 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 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 | 43 This page intentionally left blank. (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway 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 ftinstitutional.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 A2008 08/08 JUNE 30, 2008 Money Market Portfolio ANNUAL REPORT INSTITUTIONAL FIDUCIARY TRUST (FRANKLIN TEMPLETON INSTITUTIONAL(R) LOGO) Contents ANNUAL REPORT IFT Money Market Portfolio ................................. 1 Performance Summary ........................................ 3 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 .... 14 Tax Designation ............................................ 15 Board Members and Officers ................................. 16 The Money Market Portfolios ................................ 21 Shareholder Information .................................... 38 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 preservation of shareholders' capital and liquidity. 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. This annual report for IFT Money Market Portfolio covers the fiscal year ended June 30, 2008. PERFORMANCE OVERVIEW Declining short-term interest rates during the year under review resulted in a decrease in the Fund's yield. In this environment, the Fund's seven-day annualized yield fell from 4.99% on June 30, 2007, to 2.17% on June 30, 2008. ECONOMIC AND MARKET OVERVIEW During the 12 months ended June 30, 2008, the U.S. economy continued to expand, albeit at a sluggish pace. Gross domestic product growth decelerated sharply and registered a -0.2% annualized growth rate in the fourth quarter of 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 6/30/08 % of Total Investments ----------- Certificates of Deposit 47.6% Commercial Paper 42.4% Bank Notes 7.6% Repurchase Agreements 2.0% U.S. Government Agency Securities 0.4% 2007 from a fairly robust growth rate of 4.8% in the preceding quarter as on going weakness in the financial, labor and housing markets and waning investor and consumer confidence led to a pullback in consumer spending. These factors as well as upward inflationary pressures from a weakening U.S. dollar and increasing food, energy and commodity prices weighed on the overall economy. The retrenchment continued in the first quarter of 2008 as the economy grew at a 0.9% annualized rate. Economic growth, however, modestly improved in the second quarter as the economy grew at an estimated 1.9% annualized rate, largely supported by strong exports, some improvements in the housing market and a slight uptick in consumer spending. Volatile oil prices reached a historical high in June, topping $143 per barrel, before retreating to $140 by period-end. Despite inflation risks from higher food and energy costs, core inflation, which excludes such costs, remained relatively subdued at an annual 2.4% rate in June 2008.(1) This level was above the Federal Reserve Board's (Fed's) informal target range of 1.5%-2%. The core personal consumption expenditures price index reported a 12-month increase of 2.3%.(2) The Fed acted aggressively to restore liquidity and confidence to unsettled financial markets and cut interest rates seven times over the 12-month period, bringing the federal funds target rate to 2.00%. The Fed also implemented a series of unconventional measures aimed at easing strained credit conditions. However, since April 30, the Fed has held rates steady and indicated growing concerns about inflation as it must balance the risks of a slowing economy and mounting inflationary pressures. Despite the Fed's actions, U.S. Treasuries rallied and financial stocks continued to sell off for most of the reporting period. Fixed income spreads generally widened relative to Treasury yields over the period due to heightened market turbulence. Investors continued to seek the relative safety of short- and intermediate-term U.S. Treasury securities as Treasury yields declined and the yield curve steepened. Short-term, two- and five-year yields declined significantly, with the two-year bill yielding 2.63% at the end of June, down from 4.87% a year earlier. Over the same period, the 10-year U.S. Treasury note yield declined from 5.03% to 3.99%. 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 (1.) Source: Bureau of Labor Statistics. (2.) Source: Bureau of Economic Analysis. 2 | Annual Report 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 relatively volatile securities that we believe involve undue risk. MANAGER'S DISCUSSION We continued to invest the Portfolio's assets in high-quality money market securities. For example, on June 30, 2008, 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.(3) We appreciate your support, welcome new shareholders and look forward to serving your investment needs in the years ahead. (3.) These do not indicate ratings of the Fund. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, 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. PERFORMANCE SUMMARY SYMBOL: INFXX 6/30/08 Seven-day annualized yield 2.17% Total annual operating expenses* 0.36% * Figures are as stated in the Fund's prospectus current as of the date of this report. Annualized yield is for the seven-day period ended 6/30/08. The Fund's average weighted maturity was 53 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. Annual Report | 3 Your Fund's Expenses As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - 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 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 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- Actual $1,000 $1,014.00 $1.85 Hypothetical (5% return before expenses) $1,000 $1,023.02 $1.86 * Expenses are calculated using the most recent six-month 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 182/366 to reflect the one-half year period. Annual Report | 5 Institutional Fiduciary Trust FINANCIAL HIGHLIGHTS MONEY MARKET PORTFOLIO YEAR ENDED JUNE 30, ------------------------------------------------------------- 2008 2007 2006 2005 2004 ---------- ---------- ---------- --------- ---------- 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 ............................................ 0.038 0.050 0.039 0.018 0.007 Less distributions from net investment income ........ (0.038) (0.050) (0.039) (0.018) (0.007) ---------- ---------- ---------- --------- ---------- Net asset value, end of year ......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ========== ========== ========== ========= ========== Total return ......................................... 3.89% 5.07% 3.94% 1.85% 0.74% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates(a).. 0.37% 0.36% 0.37% 0.37% 0.37% Expenses net of waiver and payments by affiliates(a).. 0.37% 0.36% 0.37% 0.37% 0.35% Net investment income ................................ 3.86% 4.96% 3.88% 1.83% 0.73% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................... $4,174,060 $4,543,430 $3,005,324 $3,931,54 $3,526,923 (a) The expense ratio includes the Fund's share of the Portfolio's allocated expenses. The accompanying notes are an integral part of these financial statements. 6 | Annual Report Institutional Fiduciary Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 MONEY MARKET PORTFOLIO SHARES VALUE - ---------------------- ------------- -------------- MUTUAL FUND (COST $4,086,199,858) 97.9% (a) The Money Market Portfolio, 2.43% ......... 4,086,199,858 $4,086,199,858 OTHER ASSETS, LESS LIABILITIES 2.1% ....... 87,859,860 -------------- NET ASSETS 100.0% ......................... $4,174,059,718 ============== (a) The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 7 Institutional Fiduciary Trust FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES June 30, 2008 MONEY MARKET PORTFOLIO -------------- Assets: Investment in Portfolio, at value and cost ................. $4,086,199,858 Receivables from capital shares sold ....................... 207,239,277 -------------- Total assets ......................................... 4,293,439,135 -------------- Liabilities: Payables: Capital shares redeemed ................................. 116,934,433 Affiliates .............................................. 675,889 Distributions to shareholders ........................... 1,710,877 Accrued expenses and other liabilities ..................... 58,218 -------------- Total liabilities .................................... 119,379,417 -------------- Net assets, at value .............................. $4,174,059,718 ============== Net assets consist of paid-in capital ......................... $4,174,059,718 ============== Shares outstanding ............................................ 4,174,059,718 ============== Net asset value per share ..................................... $ 1.00 ============== The accompanying notes are an integral part of these financial statements. 8 | Annual Report Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the year ended June 30, 2008 MONEY MARKET PORTFOLIO ------------ Investment income: Dividends from Portfolio ..................................... $163,759,180 ------------ Expenses: Administrative fees (Note 3a) ................................ 8,068,551 Unaffiliated transfer agent fees ............................. 5,354 Reports to shareholders ...................................... 12,499 Registration and filing fees ................................. 57,491 Professional fees ............................................ 71,433 Trustees' fees and expenses .................................. 79,116 Other ........................................................ 83,419 ------------ Total expenses ............................................ 8,377,863 ------------ Net investment income .................................. 155,381,317 ------------ Net increase (decrease) in net assets resulting from operations .................................... $155,381,317 ============ The accompanying notes are an integral part of these financial statements. Annual Report | 9 Institutional Fiduciary Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS MONEY MARKET PORTFOLIO YEAR ENDED JUNE 30, ------------------------------- 2008 2007 -------------- -------------- Increase (decrease) in net assets: Net investment income from operations ..... $ 155,381,317 $ 201,461,745 Distributions to shareholders from net investment income .................. (155,381,317) (201,461,745) Capital share transactions (Note 2) ....... (369,370,048) 1,538,106,206 -------------- -------------- Net increase (decrease) in net assets .. (369,370,048) 1,538,106,206 Net assets (there is no undistributed net investment income at beginning or end of year): Beginning of year ......................... 4,543,429,766 3,005,323,560 -------------- -------------- End of year ............................... $4,174,059,718 $4,543,429,766 ============== ============== The accompanying notes are an integral part of these financial statements. 10 | Annual Report Institutional Fiduciary Trust NOTES TO FINANCIAL STATEMENTS MONEY MARKET PORTFOLIO 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Institutional Fiduciary Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of two separate funds. The Institutional Fiduciary Trust Money Market Portfolio (Fund) included in this report is diversified. The financial statements of the remaining fund in the Trust are presented separately. The Fund invests substantially all of its assets in The Money Market Portfolio (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, 2008, investment companies managed by Advisers or its affiliates owned 4,058,309,262 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, 2008, the Fund owns 58.14% of the Portfolio. B. INCOME TAXES No provision has been made for U.S. income taxes because it is the Fund's policy 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. The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of June 30, 2008, and has determined that no provision for income tax is required in the Fund's financial statements. 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 of America. These differences may be permanent or temporary. Permanent differences are 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) 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. 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, on behalf of the Fund, enters into contracts with serviceproviders 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. Currently, the Trust expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund's shares at $1.00 per share were as follows: YEAR ENDED JUNE 30, ----------------------------------- 2008 2007 ---------------- ---------------- Shares sold ...................................... $ 24,337,138,875 $ 24,804,867,168 Shares issued in reinvestment of distributions ... 111,809,838 142,565,950 Shares redeemed .................................. (24,818,318,761) (23,409,326,912) ---------------- ---------------- Net increase (decrease) .......................... $ (369,370,048) $ 1,538,106,206 ================ ================ 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/trustees of the Portfolio and of the following subsidiaries: SUBSIDIARY AFFILIATION - ---------- ---------------------- Franklin Advisers, Inc. (Advisers) Administrative manager Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent 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. B. TRANSFER AGENT FEES Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services. 4. INCOME TAXES The tax character of distributions paid during the years ended June 30, 2008 and 2007, was as follows: 2008 2007 ------------ ------------ Distributions paid from ordinary income ... $155,381,317 $201,461,745 ============ ============ At June 30, 2008, the cost of investments and undistributed ordinary income for income tax purposes were as follows: Cost of investments $4,086,199,858 ============== Undistributed ordinary income $ 1,710,877 ============== 5. NEW ACCOUNTING PRONOUNCEMENT In September 2006, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 157, "Fair Value Measurement" (SFAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Trust believes the adoption of SFAS 157 will have no material impact on its financial statements. Annual Report | 13 Institutional Fiduciary Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF MONEY MARKET PORTFOLIO 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 (the "Fund") at June 30, 2008, 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, which included confirmation of investments with the Portfolio's transfer agent at June 30, 2008, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 19, 2008 14 | 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 $155,381,317 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, 2008. Annual Report | 15 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 Trust, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves 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 143 Bar-S Foods One Franklin Parkway (meat packing 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 122 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971-January 2008); member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. SAM GINN (1937) Trustee Since 2007 22 Chevron Corporation One Franklin Parkway (global energy company) San Mateo, CA 94403-1906 and ICO Global Communications (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 2005 143 Hess Corporation One Franklin Parkway (exploration and San Mateo, CA 94403-1906 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). 16 | 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 122 Center for Creative Land One Franklin Parkway Recycling (brownfield San Mateo, CA 94403-1906 redevelopment). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). FRANK A. OLSON (1932) Trustee Since 2005 143 Hess Corporation One Franklin Parkway (exploration and San Mateo, CA 94403-1906 refining of oil and gas) and Sentient Jet (private jet service). 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). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee since 122 None One Franklin Parkway Independent 2007 and Lead San Mateo, CA 94403-1906 Trustee Independent Trustee since January 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and FORMERLY, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President - Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Executive Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). 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 143 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.; Director, Templeton Worldwide, 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 42 of the investment companies in Franklin Templeton Investments. Annual Report | 17 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ ----------------------- -------------------------------- **GREGORY E. JOHNSON (1961) Trustee Since 2007 94 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 33 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 President 2004 - AML and Vice Compliance President - AML Compliance since 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). LAURA F. FERGERSON (1962) Treasurer, Treasurer Not Applicable Not Applicable One Franklin Parkway Chief since 2004, San Mateo, CA 94403-1906 Financial Chief Officer and Financial Chief Officer and Accounting Chief Officer Accounting Officer since February 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 46 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) Vice Since Not Applicable Not Applicable 500 East Broward Blvd. President February 2008 Suite 2100 Fort Lauderdale, FL 33394-3091 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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 46 of the investment companies in Franklin Templeton Investments. 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 - ------------------- --------------- ------------------ ----------------------- -------------------------------- RUPERT H. JOHNSON, JR. President and Since 2002 Not Applicable Not Applicable (1940) Chief One Franklin Parkway Executive San Mateo, CA 94403-1906 Officer - Investment Management PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, 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 44 of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice Since 2006 Not Applicable Not Applicable One Franklin Parkway President and San Mateo, CA 94403-1906 Secretary PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. CRAIG S. TYLE (1960) Vice Since 2005 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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 | 19 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) Senior Vice Since Not Applicable Not Applicable 500 East Broward Blvd. President and February 2008 Suite 2100 Chief Fort Lauderdale, Executive FL 33394-3091 Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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 is considered to be an interested person of the Trust under the federal securities laws due to his position as officer and director and major shareholder of Franklin Resources, Inc. (Resources), which is the parent company of the Fund's administrator and distributor. Gregory E. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as an officer and director of Resources. Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father and uncle, respectively, of Gregory E. Johnson. Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change. 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 JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE 2006. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. WILSON 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. WILSON 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. 20 | Annual Report The Money Market Portfolios FINANCIAL HIGHLIGHTS THE MONEY MARKET PORTFOLIO YEAR ENDED JUNE 30, --------------------------------------------------------------- 2008 2007 2006 2005 2004 ---------- ---------- ---------- --------- ---------- 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 0.052 0.041 0.020 0.009 Net realized gains (losses) .......................... -- --(a) -- -- -- ---------- ---------- ---------- --------- ---------- Less distributions from net investment income ........... (0.040) (0.052) (0.041) (0.020) (0.009) ---------- ---------- ---------- --------- ---------- Net asset value, end of year ............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ========== ========== ========== ========= ========== Total return ............................................ 4.10% 5.28% 4.15% 2.06% 0.94% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates and expense reduction .................................... 0.16% 0.15% 0.16% 0.16% 0.16% Expenses net of waiver and payments by affiliates and expense reduction(b) ................................. 0.16% 0.15% 0.16% 0.16% 0.15% Net investment income ................................... 4.02% 5.17% 4.09% 2.04% 0.93% SUPPLEMENTAL DATA Net assets, end of year (000's) ......................... $7,028,194 $6,580,101 $4,993,739 $5,676,47 $5,505,394 (a) Amount rounds to less than $0.001 per share. (b) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 21 The Money Market Portfolios STATEMENT OF INVESTMENTS, JUNE 30, 2008 PRINCIPAL AMOUNT(A) VALUE ------------------- -------------- THE MONEY MARKET PORTFOLIO INVESTMENTS 102.4% BANK NOTES 7.8% Bank of America NA, 2.85%, 10/14/08 .............................................. $275,000,000 $ 275,007,946 Wells Fargo Bank NA, 2.50%, 7/14/08 .............................................. 275,000,000 275,000,000 -------------- TOTAL BANK NOTES (COST $550,007,946) 550,007,946 -------------- CERTIFICATES OF DEPOSIT 48.8% ABN Amro Bank NV, Chicago Branch, 2.43%, 7/08/08 ................................. 275,000,000 275,000,534 Australia and New Zealand Banking Group Ltd., New York Branch, 2.92%, 10/15/08 ... 125,000,000 125,003,645 Bank of Ireland, Connecticut Branch, 2.625%, 7/07/08 ............................. 275,000,000 275,000,228 Banque Nationale De Paris, New York Branch, 2.88%, 7/23/08 ....................... 100,000,000 100,000,000 Banque Nationale De Paris, New York Branch, 2.45%, 8/15/08 ....................... 175,000,000 175,002,133 Barclays Bank PLC, New York Branch, 2.87%, 7/29/08 ............................... 275,000,000 275,000,000 Calyon NY, New York Branch, 2.90%, 10/01/08 ...................................... 275,000,000 275,000,000 Dexia Credit Local NY, New York Branch, 2.66%, 8/08/08 ........................... 275,000,000 275,000,000 Lloyds Bank PLC, New York Branch, 2.395%, 7/10/08 ................................ 275,000,000 275,000,686 Rabobank Nederland, New York Branch, 2.67%, 9/12/08 .............................. 275,000,000 275,000,000 Royal Bank of Canada, New York Branch, 2.72%, 9/15/08 ............................ 275,000,000 275,000,000 Svenska Handelsbanken, New York Branch, 2.59%, 9/03/08 ........................... 275,000,000 275,000,000 Toronto-Dominion Bank, New York Branch, 2.60%, 8/21/08 ........................... 275,000,000 275,000,000 Westpac Banking Corp., New York Branch, 2.85%, 8/22/08 ........................... 275,000,000 275,003,935 -------------- TOTAL CERTIFICATES OF DEPOSIT (COST $3,425,011,161) .............................. 3,425,011,161 -------------- (b) COMMERCIAL PAPER 43.4% Abbott Laboratories, 7/08/08 ..................................................... 77,000,000 76,967,061 Australia and New Zealand Banking Group Ltd., 7/09/08 ............................ 100,000,000 99,944,444 Australia and New Zealand Banking Group Ltd., 8/04/08 ............................ 50,000,000 49,882,417 BP Capital Markets PLC, 7/01/08 .................................................. 106,878,000 106,878,000 Commonwealth Bank of Australia, 7/07/08 .......................................... 100,000,000 99,956,083 Commonwealth Bank of Australia, 9/22/08 .......................................... 175,000,000 173,910,625 Danske Corp., 7/01/08 ............................................................ 50,000,000 50,000,000 Danske Corp., 7/28/08 ............................................................ 275,000,000 274,480,250 General Electric Capital Corp., 3/06/09 .......................................... 275,000,000 269,316,666 Internationale Nederlanden U.S., 7/01/08 ......................................... 50,000,000 50,000,000 Internationale Nederlanden U.S., 9/08/08 ......................................... 275,000,000 273,632,219 Johnson & Johnson, 7/21/08 ....................................................... 75,000,000 74,883,000 Johnson & Johnson, 7/28/08 ....................................................... 200,000,000 199,772,222 Lloyds Bank PLC (CP), 7/01/08 .................................................... 100,000 100,000 Nestle Capital Corp., 7/01/08 .................................................... 155,700,000 155,700,000 Nestle Capital Corp., 7/21/08 .................................................... 100,000,000 99,881,667 Novartis Finance Corp., 7/18/08 .................................................. 250,000,000 249,728,472 PepsiCo Inc., 7/02/08 ............................................................ 125,000,000 124,992,535 PepsiCo Inc., 7/07/08 ............................................................ 50,000,000 49,982,250 Pfizer Inc., 7/15/08 ............................................................. 125,306,000 125,212,438 Procter & Gamble International Funding, 7/01/08 .................................. 100,000,000 100,000,000 Procter & Gamble International Funding, 7/22/08 .................................. 50,000,000 49,936,708 Toyota Motor Credit Corp., 2/09/09 ............................................... 250,000,000 245,896,181 United Parcel Service Inc., 7/09/08 .............................................. 50,000,000 49,977,778 -------------- TOTAL COMMERCIAL PAPER (COST $3,051,031,016) ..................................... 3,051,031,016 -------------- 22 | Annual Report The Money Market Portfolios STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) PRINCIPAL AMOUNT(A) VALUE ------------------- -------------- THE MONEY MARKET PORTFOLIO INVESTMENTS (CONTINUED) U.S. GOVERNMENT AND AGENCY SECURITIES (COST $30,325,000) 0.4% (b) FHLB, 7/01/08 .................................................................... $30,325,000 $ 30,325,000 -------------- TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS (COST $7,056,375,123) ............. 7,056,375,123 -------------- (c) REPURCHASE AGREEMENTS 2.0% ABN Amro Bank NV, 2.15%, 7/01/08 (Maturity Value $55,003,285) Collateralized by U.S. Government Agency Securities, 3.125% - 4.75%, 4/24/09 - 11/12/10 ......................................................... 55,000,000 55,000,000 Deutsche Morgan Grenfell, 1.75%, 7/01/08 (Maturity Value $84,159,091) Collateralized by(a) U.S. Treasury Bill, 9/25/08; and U.S. Treasury Note, 3.00%, 7/15/12 ............................................................. 84,155,000 84,155,000 -------------- TOTAL REPURCHASE AGREEMENTS (COST $139,155,000) .................................. 139,155,000 -------------- TOTAL INVESTMENTS (COST $7,195,530,123) 102.4% ................................... 7,195,530,123 OTHER ASSETS, LESS LIABILITIES (2.4)% ............................................ (167,335,933) -------------- NET ASSETS 100.0% ................................................................ $7,028,194,190 ============== SELECTED PORTFOLIO ABBREVIATIONS FHLB - Federal Home Loan Bank (a) The principal amount is stated in U.S. dollars unless otherwise indicated. (b) The security is traded on a discount basis with no stated coupon rate. (c) See Note 1(b) regarding repurchase agreements. The accompanying notes are an integral part of these financial statements. Annual Report | 23 The Money Market Portfolios FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES June 30, 2008 THE MONEY MARKET PORTFOLIO --------------- Assets: Investments in securities, at amortized cost .............. $7,056,375,123 Repurchase agreements, at value and cost .................. 139,155,000 -------------- Total investments ................................... $7,195,530,123 Cash ...................................................... 5,646 Interest receivable ....................................... 8,650,806 -------------- Total assets ........................................ 7,204,186,575 -------------- Liabilities: Payables: Investment securities purchased ........................ 175,002,133 Affiliates ............................................. 864,562 Distributions to shareholders .......................... 8,342 Accrued expenses and other liabilities .................... 117,348 -------------- Total liabilities ................................... 175,992,385 -------------- Net assets, at value ............................. $7,028,194,190 -------------- Net assets consist of: Paid-in capital ........................................... $7,028,213,659 Accumulated net realized gain (loss) ...................... (19,469) -------------- Net assets, at value ............................. $7,028,194,190 ============== Shares outstanding ........................................... 7,028,213,659 ============== Net asset value per share .................................... $ 1.00 ============== The accompanying notes are an integral part of these financial statements. 24 | Annual Report The Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the year ended June 30, 2008 THE MONEY MARKET PORTFOLIO ------------- Investment income: Interest .................................................... $282,174,972 ------------ Expenses: Management fees (Note 3a) ................................... 10,149,545 Custodian fees (Note 4) ..................................... 115,572 Reports to shareholders ..................................... 9,144 Professional fees ........................................... 105,934 Other ....................................................... 110,380 ------------ Total expenses ........................................... 10,490,575 Expense reductions (Note 4) .............................. (1,906) ------------ Net expenses .......................................... 10,488,669 ------------ Net investment income .............................. 271,686,303 ------------ Net increase (decrease) in net assets resulting from operations .................................................. $271,686,303 ============ The accompanying notes are an integral part of these financial statements. Annual Report | 25 The Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS THE MONEY MARKET PORTFOLIO YEAR ENDED JUNE 30, -------------------------------- 2008 2007 --------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ................................................ $ 271,686,303 $ 318,082,571 Net realized gain (loss) from investments ............................ -- (19,469) --------------- -------------- Net increase (decrease) in net assets resulting from operations ... 271,686,303 318,063,102 --------------- -------------- Distributions to shareholders from net investment income ................ (271,686,303) (318,082,571) Capital share transactions (Note 2) ..................................... 448,092,878 1,586,381,761 --------------- -------------- Net increase (decrease) in net assets ............................. 448,092,878 1,586,362,292 Net assets (there is no undistributed net investment income at beginning or end of year): Beginning of year ....................................................... 6,580,101,312 4,993,739,020 --------------- -------------- End of year ............................................................. $ 7,028,194,190 $6,580,101,312 =============== ============== The accompanying notes are an integral part of these financial statements. 26 | Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The Money Market Portfolios (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as a diversified, open-end investment company, consisting of one portfolio, The Money Market Portfolio (Portfolio). The shares of the Portfolio are issued in private placements and are exempt from registration under the Securities Act of 1933. The following summarizes the Portfolio's 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 Portfolio may enter into repurchase agreements, which are accounted for as a loan by the Portfolio to the seller, collateralized by securities which are delivered to the Portfolio's 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 Portfolio, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. All repurchase agreements held by the Portfolio at year end had been entered into on June 30, 2008. Repurchase agreements are valued at cost. C. INCOME TAXES No provision has been made for U.S. income taxes because it is the Portfolio's policy 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. The Portfolio has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of June 30, 2008, and has determined that no provision for income tax is required in the Portfolio's financial statements. Annual Report | 27 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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 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 of America. 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. 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. Currently, the Trust expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Portfolio's shares at $1.00 per share were as follows: YEAR ENDED JUNE 30, --------------------------------- 2008 2007 --------------- --------------- Shares sold ..................................... $ 8,390,404,437 $ 9,565,818,487 Shares issued on merger (Note 6) ................ -- 84,125,474 Shares issued in reinvestment of distributions .. 271,685,448 318,075,338 Shares redeemed ................................. (8,213,997,007) (8,381,637,538) --------------- --------------- Net increase (decrease) ......................... $ 448,092,878 $ 1,586,381,761 =============== =============== 28 | Annual Report 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 or trustees of the Franklin Money Fund, the Institutional Fiduciary Trust, and the Franklin Templeton Money Fund Trust, 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 Portfolio pays an investment management fee to Advisers of 0.15% per year of the average daily net assets of the Portfolio. B. TRANSFER AGENT FEES Investor Services, under terms of an agreement, performs shareholder servicing for the Portfolio and is not paid by the Portfolio for the services. C. OTHER AFFILIATED TRANSACTIONS At June 30, 2008, the shares of the Portfolio were owned by the following funds: PERCENTAGE OF SHARES OUTSTANDING SHARES ------------- ------------------ Institutional Fiduciary Trust - Money Market Portfolio........ 4,086,199,858 58.14% Franklin Money Fund........................................... 2,495,690,642 35.51% Franklin Templeton Money Fund Trust-Franklin Templeton Money Fund....................................................... 295,809,448 4.21% Institutional Fiduciary Trust - Franklin Cash Reserves Fund... 150,513,711 2.14% 4. EXPENSE OFFSET ARRANGEMENT The Portfolio has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Portfolio's custodian expenses. During the year ended June 30, 2008, the custodian fees were reduced as noted in the Statement of Operations. 5. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At June 30, 2008, the Portfolio had tax basis capital losses of $19,469 expiring in 2016. Annual Report | 29 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INCOME TAXES (CONTINUED) The tax character of distributions paid during the years ended June 30, 2008 and 2007, was as follows: 2008 2007 ------------ ------------ Distributions paid from ordinary income ... $271,686,303 $318,082,571 ------------ ------------ At June 30, 2008, the cost of investments and undistributed ordinary income for income tax purposes were as follows: Cost of investments ...................................... $7,195,530,123 -------------- Undistributed ordinary income ............................ $ 8,342 -------------- 6. MERGER On August 31, 2006, the Franklin Money Fund acquired all of the assets, subject to liabilities of the Franklin Federal Money Fund pursuant to an agreement of merger. The merger was accomplished by a taxable exchange and accounted for as a purchase, and resulted in the Franklin Money Fund owning shares of the U.S. Government Securities Money Market Portfolio. The Franklin Money Fund then used the shares of the U.S. Government Securities Money Market Portfolio to purchase in-kind additional shares of the Portfolio. The U.S. Government Securities Money Market Portfolio then liquidated and transferred its portfolio securities to the Portfolio. The selected financial information and shares outstanding immediately before and after the acquisition were as follows: SHARES AT FUND NAME $1.00 PER SHARE - --------- --------------- The U.S. Government Securities Money Market Portfolio .... 84,125,474 The Money Market Portfolio ............................... 5,604,232,120 The Money Market Portfolio - post merger ................. 5,688,357,594 7. NEW ACCOUNTING PRONOUNCEMENT In September 2006, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 157, "Fair Value Measurement" (SFAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Trust believes the adoption of SFAS 157 will have no material impact on its financial statements. 30 | Annual Report The Money Market Portfolios REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF THE MONEY MARKET PORTFOLIO 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 The Money Market Portfolio (the "Fund") at June 30, 2008, 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, which included confirmation of securities at June 30, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 19, 2008 Annual Report | 31 The Money Market Portfolios TAX DESIGNATION (UNAUDITED) Under Section 871(k)(1)(C) of the Internal Revenue Code (Code), the Portfolio designates the maximum amount allowable but no less than $271,686,303 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, 2008. 32 | Annual Report 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 Trust, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves 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 143 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 122 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971-January 2008); member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. SAM GINN (1937) Trustee Since 2007 122 Chevron Corporation (global One Franklin Parkway energy company) and ICO Global San Mateo, CA 94403-1906 Communications (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 2005 143 Hess Corporation (exploration One Franklin Parkway and refining of oil and gas), San Mateo, CA 94403-1906 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). Annual Report | 33 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 1992 122 Center for Creative Land One Franklin Parkway Recycling (brownfield San Mateo, CA 94403-1906 redevelopment). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). FRANK A. OLSON (1932) Trustee Since 2007 143 Hess Corporation (exploration One Franklin Parkway and refining of oil and gas) and San Mateo, CA 94403-1906 Sentient Jet (private jet service. 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). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee since 122 None One Franklin Parkway Independent 2007 and Lead San Mateo, CA 94403-1906 Trustee Independent Trustee since January 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and FORMERLY, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President - Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Executive Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). 34 | Annual Report 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 143 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.; Director, Templeton Worldwide, 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 42 of the investment companies in Franklin Templeton Investments. **GREGORY E. JOHNSON (1961) Trustee Since 2007 94 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 33 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 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). LAURA F. FERGERSON (1962) Treasurer, Treasurer since Not Applicable Not Applicable One Franklin Parkway Chief Financial 2004, Chief San Mateo, CA 94403-1906 Officer and Financial Officer Chief and Chief Accounting Accounting Officer Officer since February 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 46 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). Annual Report | 35 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) Vice President Since February Not Applicable Not Applicable 500 East Broward Blvd. 2008 Suite 2100 Fort Lauderdale, FL 33394-3091 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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 46 of the investment companies in Franklin Templeton Investments. RUPERT H. JOHNSON, JR. (1940) President and Since 2002 Not Applicable Not Applicable One Franklin Parkway Chief San Mateo, CA 94403-1906 Executive Officer - Investment Management PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, 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 44 of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice President Since 2006 Not Applicable Not Applicable One Franklin Parkway and Secretary San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. 36 | 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 - ------------------- --------------- ------------------ ----------------------- -------------------------------- CRAIG S. TYLE (1960) Vice President Since 2005 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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) Senior Vice Since February Not Applicable Not Applicable 500 East Broward Blvd. President and 2008 Suite 2100 Chief Fort Lauderdale, FL 33394-3091 Executive Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 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 is considered to be an interested person of the Trust under the federal securities laws due to his position as officer and director and major shareholder of Franklin Resources, Inc. (Resources), which is the parent company of the Fund's administrator and distributor. Gregory E. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as an officer and director of Resources. Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father and uncle, respectively, of Gregory E. Johnson. Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change. 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 JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE 2006. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. WILSON 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. WILSON 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. Annual Report | 37 Institutional Fiduciary Trust SHAREHOLDER INFORMATION IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held April 15, 2008, 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 two separate funds within the Trust, including the Money Market Portfolio (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 material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund. 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 Fund and its 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 the Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers 38 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) 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 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 continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned smoothly during the Florida hurricanes and blackouts experienced in recent years. 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 the 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 and that a portion of such bonus was required to be invested in a predesignated list of funds within such person's fund management area so as to be aligned with the interests of Fund shareholders. The Board also took into account the quality of 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, the high industry ranking given to the Franklin Templeton website, and the firsthand experience of individual Board members 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 the 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 report furnished for the agreement renewal. The Lipper report prepared for the Fund showed its investment performance in comparison to a performance universe selected by Lipper for the one-year period ended January 31, 2008, and for additional yearly periods ended that date depending on when the 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 10-year periods on an annualized basis. In discussing such performance, management Annual Report | 39 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) 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. The Board found such performance to be acceptable. 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 report for the Fund. Prior to making such comparison, the Board relied upon a survey showing that the scope of management advisory services covered under the Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups. In reviewing comparative costs, emphasis was given to the contractual investment management fees of the Money Market Portfolio in comparison with the contractual investment management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the master money fund through which the Funds invests, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual investment management fee analysis includes administrative charges as being part of a management fee. In the case of the Money Market Portfolio, its Lipper report showed its contractual investment management fee rate and actual total expenses to be in the most expensive quintile of its Lipper expense 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. In discussing these expenses, 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, 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 to be overstated relative to such group. 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 the 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 the Fund. Specific attention was given to the methodology followed in allocating costs to the 40 | Annual Report Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) 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, while being continuously refined and reflecting changes in the Manager's own cost accounting, the allocation methodology was consistent with that followed in profitability report presentations for the Fund 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. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to the 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 Fund, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC and other regulatory 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. 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. 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 the 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 Fund grows 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 realizing a larger profit margin on management services provided such a fund. The advisory fee at the master fund level for the Money Market Portfolio 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. In respect to the Money Market Portfolio, management pointed out that a significant portion of its assets at any given time consisted of investments by other funds within the Franklin 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 Annual Report | 41 Institutional Fiduciary Trust SHAREHOLDER INFORMATION (CONTINUED) IFT MONEY MARKET PORTFOLIO BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) advisory and administrative fees were reduced to the levels charged the Fund on assets invested under such cash sweep arrangements. While intending to monitor this issue, the Board believed it problematic 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 that were not reflected in the level of advisory and administrative fees charged the Fund and its shareholders. PROXY VOTING POLICIES AND PROCEDURES The Trust's investment manager 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. 42 | Annual Report This page intentionally left blank. This page intentionally left blank. (FRANKLIN TEMPLETON INSTITUTIONAL(R) LOGO) 600 Fifth Avenue 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 ftinstitutional.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 A2008 08/08 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 John B. Wilson 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 $58,558 for the fiscal year ended June 30, 2008 and $42,552 for the fiscal year ended June 30, 2007. (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. The aggregate 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 were $0 for the fiscal year ended June 30, 2008 and $46,000 for the fiscal year ended June 30, 2007. The services for which these fees were paid included tax compliance and advice. (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 $3,074 for the fiscal year ended June 30, 2008 and $0 for the fiscal year ended June 30, 2007. The services for which these fees were paid include 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 other than services reported in paragraphs (a)-(c) of Item 4 were $281,003 for the fiscal year ended June 30, 2008 and $0 for the fiscal year ended June 30, 2007. The services for which these fees were paid include review of materials provided to the fund Board in connection with the investment management contract renewal process. (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 $284,077 for the fiscal year ended June 30, 2008 and $46,000 for the fiscal year ended June 30, 2007. (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 Galen G. Vetter, Chief Executive Officer - Finance and Administration, and Laura F. Fergerson, Chief Financial Officer and Chief Accounting Officer (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Galen G. Vetter, Chief Executive Officer - Finance and Administration, and Laura F. Fergerson, Chief Financial Officer and Chief Accounting 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/GALEN G. VETTER ------------------ Galen G. Vetter Chief Executive Officer - Finance and Administration Date August 27, 2008 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/GALEN G. VETTER ------------------ Galen G. Vetter Chief Executive Officer - Finance and Administration Date August 27, 2008 By /S/LAURA F. FERGERSON --------------------- Laura F. Fergerson Chief Financial Officer and Chief Accounting Officer Date August 27, 2008