UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-07038 --------- THE MONEY MARKET PORTFOLIOS --------------------------- (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: 12/31/08 --------- ITEM 1. REPORTS TO STOCKHOLDERS. The Money Market Portfolios FINANCIAL HIGHLIGHTS THE MONEY MARKET PORTFOLIO SIX MONTHS ENDED YEAR ENDED JUNE 30, DECEMBER 31, 2008 ---------------------------------------------------------------- (UNAUDITED) 2008 2007 2006 2005 2004 ----------------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ---------- ---------- ---------- ---------- ---------- ---------- Income from investment operations: Net investment income ............. 0.009 0.040 0.052 0.041 0.020 0.009 Net realized and unrealized gains (losses) ....................... --(a) -- --(a) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- Less distributions from net investment income ............................ (0.009) (0.040) (0.052) (0.041) (0.020) (0.009) ---------- ---------- ---------- ---------- ---------- ---------- Net asset value, end of period ....... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ========== ========== ========== ========== ========== ========== Total return(b) ...................... 0.95% 4.10% 5.28% 4.15% 2.06% 0.94% RATIOS TO AVERAGE NET ASSETS(c) Expenses before waiver and payments by affiliates ..................... 0.16% 0.16% 0.15% 0.16% 0.16% 0.16% Expenses net of waiver and payments by affiliates(d) ..................... 0.16% 0.16% 0.15% 0.16% 0.16% 0.15% Net investment income ................ 1.84% 4.02% 5.17% 4.09% 2.04% 0.93% SUPPLEMENTAL DATA Net assets, end of period (000's) .... $9,156,824 $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) Total return is not annualized for periods less than one year. (c) Ratios are annualized for periods less than one year. (d) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Semiannual Report | 17 The Money Market Portfolios STATEMENT OF INVESTMENTS, DECEMBER 31, 2008 (UNAUDITED) PRINCIPAL THE MONEY MARKET PORTFOLIO AMOUNT(a) VALUE - -------------------------- ------------- -------------- INVESTMENTS 96.1% CERTIFICATES OF DEPOSIT 9.3% Australia and New Zealand Banking Group Ltd., New York Branch, 0.80%, 2/11/09 ............... $ 50,000,000 $ 50,000,000 Bank of Montreal, Chicago Branch, 0.11%, 2/03/09 ............................................ 100,000,000 100,001,833 Bank of Nova Scotia, Houston Branch, 0.25%, 2/03/09 ......................................... 100,000,000 100,000,000 Bank of Nova Scotia, Houston Branch, 1.00% - 1.15%, 1/07/09 - 2/09/09 ....................... 100,000,000 100,000,000 Banque Nationale De Paris, New York Branch, 1.71%, 1/05/09 .................................. 50,000,000 50,000,000 Banque Nationale De Paris, San Francisco Branch, 0.03%, 1/08/09 ............................. 100,000,000 100,000,000 Banque Nationale De Paris, San Francisco Branch, 1.97%, 2/06/09 ............................. 50,000,000 50,000,000 Chase Bank USA NA, Delaware Branch, 1.50%, 2/12/09 .......................................... 100,000,000 100,000,000 The Toronto-Dominion Bank, New York Branch, 1.00%, 1/07/09 - 3/10/09 ........................ 100,000,000 100,000,000 Westpac Banking Corp., New York Branch, 1.20%, 3/11/09 - 3/16/09 ............................ 100,000,000 100,003,961 -------------- TOTAL CERTIFICATES OF DEPOSIT (COST $850,005,794) ........................................... 850,005,794 -------------- (b) COMMERCIAL PAPER 40.8% Australia and New Zealand Banking Group Ltd., 4/03/09 ....................................... 50,000,000 49,810,889 BP Capital Markets PLC, 1/09/09 - 3/17/09 ................................................... 155,377,000 155,137,777 Chevron Texaco Corp., 1/15/09 - 1/16/09 ..................................................... 109,500,000 109,457,300 Chevron Texaco Corp., 2/04/09 ............................................................... 100,000,000 99,891,389 Coca-Cola Co., 1/07/09 ...................................................................... 50,000,000 49,985,833 Coca-Cola Co., 1/08/09 ...................................................................... 148,245,000 148,194,555 Colgate-Palmolive Co., 1/22/09 .............................................................. 35,800,000 35,798,329 Commonwealth Bank of Australia, 2/10/09 - 3/16/09 ........................................... 99,500,000 99,307,350 (c) Eli Lilly & Co., 144A, 1/12/09 .............................................................. 100,000,000 99,957,222 Export Development Canada, 4/02/09 .......................................................... 119,500,000 119,077,102 Export Development Canada, 1/20/09 - 5/11/09 ................................................ 129,500,000 129,112,147 General Electric Capital Corp., 3/06/09 ..................................................... 275,000,000 273,533,333 Government of Canada, 4/07/09 (Canada) ...................................................... 100,000,000 99,640,000 Government of Canada, 5/14/09 (Canada) ...................................................... 100,000,000 99,371,944 Government of Canada, 5/26/09 (Canada) ...................................................... 150,000,000 149,123,958 Government of Canada, 1/12/09 - 6/03/09 (Canada) ............................................ 90,000,000 89,723,139 Johnson & Johnson, 1/30/09 .................................................................. 171,000,000 170,807,150 Merck & Co. Inc., 1/06/09 ................................................................... 162,600,000 162,560,479 Nestle Capital Corp., 1/05/09 ............................................................... 196,500,000 196,499,782 Nestle Capital Corp., 1/26/09 ............................................................... 100,000,000 99,996,528 PepsiCo Inc., 1/15/09 ....................................................................... 100,000,000 99,994,167 Pfizer Inc., 3/09/09 - 3/16/09 .............................................................. 100,000,000 99,755,695 Procter & Gamble Co., 1/20/09 ............................................................... 50,000,000 49,971,500 Proctor & Gamble International Funding, 1/13/09 ............................................. 50,000,000 49,980,833 Proctor & Gamble International Funding, 1/26/09 ............................................. 100,000,000 99,875,000 Province of British Columbia, 1/20/09 - 4/30/09 (Canada) .................................... 194,900,000 194,277,065 Province of Ontario, 2/12/09 (Canada) ....................................................... 99,500,000 99,356,057 Province of Ontario, 2/13/09 (Canada) ....................................................... 100,000,000 99,851,889 Shell International Finance, 4/01/09 ........................................................ 100,000,000 99,512,500 Total Fina ELF Capital, 1/05/09 ............................................................. 146,200,000 146,181,108 Toyota Motor Credit Corp., 2/09/09 .......................................................... 250,000,000 249,282,292 United Parcel Service of America Inc., 1/06/09 .............................................. 10,000,000 9,999,986 -------------- TOTAL COMMERCIAL PAPER (COST $3,735,024,298) ................................................ 3,735,024,298 -------------- 18 | Semiannual Report The Money Market Portfolios STATEMENT OF INVESTMENTS, DECEMBER 31, 2008 (UNAUDITED) (CONTINUED) PRINCIPAL THE MONEY MARKET PORTFOLIO AMOUNT(a) VALUE - -------------------------- ------------- -------------- INVESTMENTS (CONTINUED) U.S. GOVERNMENT AND AGENCY SECURITIES 25.0% (b) FHLB, 1/02/09 - 2/09/09 ..................................................................... $ 56,700,000 $ 56,699,782 FHLB, 2.50% - 3.25%, 1/14/09 - 3/17/09 ...................................................... 138,285,000 138,290,707 (b) FHLB, 4/02/09 ............................................................................... 100,000,000 99,292,222 (b) FHLB, 6/24/09 ............................................................................... 105,791,000 105,545,565 (b) FHLB, 6/25/09 ............................................................................... 100,000,000 99,766,667 (b) FHLMC, 3/13/09 .............................................................................. 150,000,000 149,940,833 (b) FHLMC, 1/05/09 - 6/17/09 .................................................................... 318,200,000 317,833,624 (b) FNMA, 3/09/09 ............................................................................... 100,000,000 99,502,153 (b) FNMA, 2/17/09 - 5/11/09 ..................................................................... 330,299,000 329,166,733 (b) International Bank for Reconstruction & Development, 1/06/09 (Supranational)(d) ............. 81,400,000 81,385,868 (b) U.S. Treasury Bill, 1/22/09 ................................................................. 320,000,000 319,998,133 (b) U.S. Treasury Bill, 1/29/09 ................................................................. 45,000,000 44,999,650 (b) U.S. Treasury Bill, 6/04/09 ................................................................. 100,000,000 99,515,542 (b) U.S. Treasury Bill, 7/02/09 ................................................................. 150,000,000 149,162,042 (b) U.S. Treasury Bill, 9/15/09 ................................................................. 200,000,000 199,386,055 -------------- TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (COST $2,290,485,576) ........................... 2,290,485,576 -------------- TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS (COST $6,875,515,668) ........................ 6,875,515,668 -------------- (e) REPURCHASE AGREEMENTS 21.0% Banc of America Securities LLC, 0.01%, 1/02/09 (Maturity Value $863,000,479) Collateralized by U.S. Treasury Notes, 4.50% - 4.75%, 2/28/09 - 5/15/36; and U.S. Government Agency Securities, 3.85% - 6.38%, 6/15/09 - 1/13/23 ................... 863,000,000 863,000,000 Barclays Capital Inc., 0.03%, 1/02/09 (Maturity Value $200,000,333) Collateralized by U.S. Government Agency Securities, 4.12% - 5.50%, 8/20/12 - 5/06/13 ..................................................................... 200,000,000 200,000,000 Deutsche Bank Securities Inc., 0.02%, 1/02/09 (Maturity Value $170,000,189) Collateralized by U.S. Treasury Notes, 4.25%, 1/15/10 .................................... 170,000,000 170,000,000 HSBC Securities (USA) Inc., 0.03%, 1/02/09 (Maturity Value $694,001,157) Collateralized by U.S. Government Agency Securities, 3.25% - 7.25%, 1/15/10 - 7/15/37; U.S. Treasury Bills, 3.375%, 4/15/32; and U.S. Treasury Notes, 2.375%, 4/15/11 ....................................................................... 694,000,000 694,000,000 -------------- TOTAL REPURCHASE AGREEMENTS (COST $1,927,000,000) ........................................... 1,927,000,000 -------------- TOTAL INVESTMENTS (COST $8,802,515,668) 96.1% ............................................... 8,802,515,668 OTHER ASSETS, LESS LIABILITIES 3.9% ......................................................... 354,308,525 -------------- NET ASSETS 100.0% ........................................................................... $9,156,824,193 ============== (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) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. This security has been deemed liquid under guidelines approved by the Trust's Board of Trustees. At December 31, 2008, the value of this security was $99,957,222, representing 1.09% of net assets. (d) A supranational organization is an entity formed by two or more central governments through international treaties. (e) See Note 1(b) regarding repurchase agreements. The accompanying notes are an integral part of these financial statements. Semiannual Report | 19 The Money Market Portfolios FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES December 31, 2008 (unaudited) THE MONEY MARKET PORTFOLIO -------------- Assets: Investments in securities, at amortized cost .. $6,875,515,668 Repurchase agreements, at value and cost ...... 1,927,000,000 -------------- Total investments ....................... $8,802,515,668 Cash .......................................... 353,771,481 Interest receivable ........................... 1,803,618 -------------- Total assets ............................ 9,158,090,767 -------------- Liabilities: Payables: Affiliates ................................. 1,182,958 Distributions to shareholders .............. 7,782 Accrued expenses and other liabilities ........ 75,834 -------------- Total liabilities ....................... 1,266,574 -------------- Net assets, at value ................. $9,156,824,193 -------------- Net assets consist of: Paid-in capital ............................... $9,160,079,148 Accumulated net realized gain (loss) .......... (3,254,955) -------------- Net assets, at value ................. $9,156,824,193 ============== Shares outstanding ............................... 9,160,079,148 ============== Net asset value per share ........................ $ 1.00 ============== The accompanying notes are an integral part of these financial statements. 20 | Semiannual Report The Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the six months ended December 31, 2008 (unaudited) THE MONEY MARKET PORTFOLIO ------------ Investment income: Interest ...................................................... $85,120,398 ----------- Expenses: Management fees (Note 3a) ..................................... 6,389,560 Custodian fees (Note 4) ....................................... 68,589 Reports to shareholders ....................................... 4,144 Professional fees ............................................. 47,983 Other ......................................................... 97,241 ----------- Total expenses ............................................. 6,607,517 Expense reductions (Note 4) ................................ (166) ----------- Net expenses ............................................ 6,607,351 ----------- Net investment income ................................ 78,513,047 ----------- Net realized gain (loss) from investments ........................ (3,235,486) ----------- Net increase (decrease) in net assets resulting from operations .. $75,277,561 =========== The accompanying notes are an integral part of these financial statements. Semiannual Report | 21 The Money Market Portfolios FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS THE MONEY MARKET PORTFOLIO ---------------------------------- SIX MONTHS ENDED DECEMBER 31, 2008 YEAR ENDED (UNAUDITED) JUNE 30, 2008 ----------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ............................................... $ 78,513,047 $ 271,686,303 Net realized gain (loss) from investments ........................... (3,235,486) -- -------------- -------------- Net increase (decrease) in net assets resulting from operations .. 75,277,561 271,686,303 -------------- -------------- Distributions to shareholders from net investment income ............... (78,513,047) (271,686,303) Capital share transactions (Note 2) .................................... 2,131,865,489 448,092,878 -------------- -------------- Net increase (decrease) in net assets ............................ 2,128,630,003 448,092,878 Net assets (there is no undistributed net investment income at beginning or end of period): Beginning of period .................................................... 7,028,194,190 6,580,101,312 -------------- -------------- End of period .......................................................... $9,156,824,193 $7,028,194,190 ============== ============== The accompanying notes are an integral part of these financial statements. 22 | Semiannual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 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 an 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 period end had been entered into on December 31, 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 December 31, 2008, and has determined that no provision for income tax is required in the Portfolio's financial statements. 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 Semiannual Report | 23 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) 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, on behalf of the Portfolio, 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 December 31, 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: SIX MONTHS ENDED YEAR ENDED DECEMBER 31, 2008 JUNE 30, 2008 ----------------- --------------- Shares sold ................... $ 8,536,262,263 $ 8,390,404,437 Shares issued in reinvestment of distributions ........... 78,513,607 271,685,448 Shares redeemed ............... (6,482,910,381) (8,213,997,007) --------------- --------------- Net increase (decrease) ....... $ 2,131,865,489 $ 448,092,878 =============== =============== 24 | Semiannual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (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, directors and/or trustees of the Franklin Money Fund, the Franklin Templeton Money Fund Trust, the Institutional Fiduciary 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 December 31, 2008, the shares of the Portfolio were owned by the following entities: PERCENTAGE OF SHARES OUTSTANDING SHARES ------------- ------------------ Institutional Fiduciary Trust - Money Market Portfolio ............ 5,241,160,726 57.22% Franklin Money Fund ............................................... 3,146,219,228 34.35% Franklin Templeton Money Fund Trust - Franklin Templeton Money Fund .................................. 610,928,822 6.67% Institutional Fiduciary Trust - Franklin Cash Reserves Fund ....... 161,770,372 1.76% 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 period ended December 31, 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. At December 31, 2008, the cost of investments for book and income tax purposes was the same. Semiannual Report | 25 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 6. FAIR VALUE MEASUREMENTS The Portfolio adopted Financial Accounting Standards Board (FASB) Statement No. 157, "Fair Value Measurement" (SFAS 157), on July 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Portfolio has determined that the implementation of SFAS 157 did not have a material impact on the Portfolio's financial statements. SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Trust's own market assumptions (unobservable inputs). These inputs are used in determining the value of the Portfolio's investments and are summarized in the following fair value hierarchy: - Level 1 - quoted prices in active markets for identical securities - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speed, credit risk, etc.) - Level 3 - significant unobservable inputs (including the Portfolio's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. Money market securities may be valued using amortized cost, in accordance with the 1940 Act. Generally, amortized cost reflects the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as a Level 2. At December 31, 2008, all of the Portfolio's investments in securities carried at fair value were in Level 2 inputs. ABBREVIATIONS SELECTED PORTFOLIO FHLB - Federal Home Loan Bank FHLMC - Federal Home Loan Mortgage Corp. FNMA - Federal National Mortgage Association 26 | Semiannual Report Franklin Money Fund SHAREHOLDER INFORMATION PROXY VOTING POLICIES AND PROCEDURES The Fund's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund'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 (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 Fund'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 Fund 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 (800) SEC-0330. Semiannual Report | 27 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. N/A 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 Jennifer J. Bolt, 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 Jennifer J. Bolt, 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. THE MONEY MARKET PORTFOLIOS By /S/Jennifer J. Bolt ------------------ Jennifer J. Bolt Chief Executive Officer - Finance and Administration Date February 25, 2009 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/Jennifer J. Bolt ------------------ Jennifer J. Bolt Chief Executive Officer - Finance and Administration Date February 25, 2009 By /S/LAURA F. FERGERSON --------------------- Laura F. Fergerson Chief Financial Officer and Chief Accounting Officer Date February 25, 2009