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 811-07038 --------- 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: 06/30/09 --------- ITEM 1. REPORTS TO STOCKHOLDERS. The Money Market Portfolios FINANCIAL HIGHLIGHTS THE MONEY MARKET PORTFOLIO YEAR ENDED JUNE 30, ------------------------------------------------------------------ 2009 2008 2007 2006 2005 ---------- ---------- ---------- ---------- ---------- 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 ........................ 0.011 0.040 0.052 0.041 0.020 Net realized and unrealized gains (losses) ... (--)(a) -- (--)(a) -- -- ---------- ---------- ---------- ---------- ---------- Less distributions from net investment income ... (0.011) (0.040) (0.052) (0.041) (0.020) ---------- ---------- ---------- ---------- ---------- Net asset value, end of year .................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ========== ========== ========== ========== ========== Total return .................................... 1.14% 4.10% 5.28% 4.15% 2.06% RATIOS TO AVERAGE NET ASSETS Expenses(b) ..................................... 0.15% 0.16% 0.15% 0.16% 0.16% Net investment income ........................... 1.12% 4.02% 5.17% 4.09% 2.04% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $8,520,392 $7,028,194 $6,580,101 $4,993,739 $5,676,479 (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, 2009 PRINCIPAL THE MONEY MARKET PORTFOLIO AMOUNT (a) VALUE - -------------------------- ------------ -------------- INVESTMENTS 100.6% BANK NOTES (COST $200,000,000) 2.3% Wells Fargo Bank NA, 0.20%, 7/07/09 ............................................... $200,000,000 $ 200,000,000 -------------- CERTIFICATES OF DEPOSIT 21.8% Australia and New Zealand Banking Group Ltd., New York Branch, 0.26%, 7/08/09 ..... 50,000,000 50,000,097 Australia and New Zealand Banking Group Ltd., New York Branch, 0.33%, 8/17/09 ..... 100,000,000 100,001,305 Bank of Montreal, Chicago Branch, 0.26%, 7/13/09 .................................. 100,000,000 100,000,333 Bank of Montreal, Chicago Branch, 0.31%, 10/01/09 ................................. 50,000,000 50,000,000 Bank of Nova Scotia, Houston Branch, 0.27%, 8/11/09 ............................... 100,000,000 100,000,000 Bank of Nova Scotia, Houston Branch, 0.31% - 0.58%, 7/08/09 - 9/21/09 ............. 100,000,000 100,000,000 Banque Nationale De Paris, San Francisco Branch, 1.01%, 7/23/09 ................... 100,000,000 100,000,000 Banque Nationale De Paris, San Francisco Branch, 1.32%, 8/20/09 ................... 100,000,000 100,000,000 Calyon NY, New York Branch, 0.26% - 1.05%, 7/10/09 - 8/18/09 ...................... 200,000,000 200,000,277 Lloyds TSB Bank PLC, New York Branch, 0.27%, 7/06/09 (United Kingdom) ............. 100,000,000 100,000,000 Lloyds TSB Bank PLC, New York Branch, 0.27%, 7/13/09 (United Kingdom) ............. 100,000,000 100,000,000 National Australia Bank, New York Branch, 0.55%, 7/01/09 .......................... 100,000,000 100,000,000 National Australia Bank, New York Branch, 0.41% - 0.57%, 7/09/09 - 8/06/09 ........ 55,500,000 55,505,508 Royal Bank of Canada, New York Branch, 0.265%, 8/12/09 ............................ 200,000,000 200,001,166 Societe Generale, New York Branch, 0.28%, 7/09/09 ................................. 200,000,000 200,000,000 The Toronto-Dominion Bank, New York Branch, 0.22%, 7/09/09 ........................ 150,000,000 150,000,000 The Toronto-Dominion Bank, New York Branch, 0.95%, 9/28/09 ........................ 50,000,000 50,000,000 -------------- TOTAL CERTIFICATES OF DEPOSIT (COST $1,855,508,686) ............................... 1,855,508,686 -------------- (b) COMMERCIAL PAPER 26.9% Australia and New Zealand Banking Group Ltd., 7/27/09 ............................. 50,000,000 49,975,444 Bank of Montreal, 9/16/09 ......................................................... 50,000,000 49,965,778 Chevron Funding Corp., 8/03/09 .................................................... 40,000,000 39,992,667 Chevrontexaco Funding Corp., 7/16/09 .............................................. 75,000,000 74,992,500 Commonwealth Bank of Australia, 7/20/09 - 8/31/09 ................................. 220,000,000 219,890,939 Government of Canada, 11/03/09 (Canada) ........................................... 100,000,000 99,722,222 Government of Canada, 7/14/09 - 2/09/10 (Canada) .................................. 95,000,000 94,893,612 Internationale Nederlanden U.S. Funding Corp., 7/07/09 ............................ 50,000,000 49,998,083 Internationale Nederlanden U.S. Funding Corp., 7/09/09 ............................ 100,000,000 99,994,667 Johnson & Johnson, 10/26/09 - 12/17/09 ............................................ 128,135,000 127,990,941 JPMorgan Chase & Co., 7/02/09 ..................................................... 100,000,000 99,999,306 JPMorgan Chase & Co., 7/15/09 ..................................................... 100,000,000 99,990,278 National Australia Funding, 7/07/09 ............................................... 50,000,000 49,995,333 Province of British Columbia, 7/13/09 - 3/19/10 (Canada) .......................... 267,000,000 266,755,142 Province of Ontario, 9/16/09 - 9/17/09 (Canada) ................................... 75,000,000 74,959,549 Rabobank USA Finance Corp., 7/23/09 ............................................... 50,000,000 49,977,389 Rabobank USA Finance Corp., 9/14/09 ............................................... 91,000,000 90,941,229 Societe Generale North America, 7/01/09 ........................................... 100,000,000 100,000,000 Total Fina ELF Capital, 7/01/09 ................................................... 150,000,000 150,000,000 Total Fina ELF Capital, 9/09/09 ................................................... 100,000,000 99,953,333 Total Fina ELF Capital, 9/22/09 ................................................... 100,000,000 99,942,361 Westpac Banking Corp., 7/17/09 - 9/09/09 .......................................... 100,000,000 99,950,277 Westpac Banking Corp., 9/23/09 .................................................... 100,000,000 99,923,000 -------------- TOTAL COMMERCIAL PAPER (COST $2,289,804,050) ...................................... 2,289,804,050 -------------- Annual Report | 23 The Money Market Portfolios STATEMENT OF INVESTMENTS, JUNE 30, 2009 (CONTINUED) PRINCIPAL THE MONEY MARKET PORTFOLIO AMOUNT (a) VALUE - -------------------------- ------------ -------------- INVESTMENTS (CONTINUED) U.S. GOVERNMENT AND AGENCY SECURITIES 17.2% (b) FHLB, 7/01/09 ..................................................................... $126,420,000 $ 126,420,000 FHLB, 0.56%, 6/22/10 .............................................................. 50,000,000 49,986,576 FHLMC, 1.25%, 3/18/10 ............................................................. 25,000,000 25,045,647 FHLMC, 1.25%, 3/23/10 ............................................................. 122,080,000 122,249,029 (b) FNMA, 7/22/09 ..................................................................... 50,000,000 49,985,708 (b) International Bank for Reconstruction & Development, 7/01/09 - 12/23/09 (Supranational (c)) ............................................................ 95,000,000 94,944,583 (b) U.S. Treasury Bill, 7/02/09 ....................................................... 150,000,000 149,995,396 (b) U.S. Treasury Bill, 7/30/09 - 8/06/09 ............................................. 100,000,000 99,967,091 (b) U.S. Treasury Bill, 9/15/09 ....................................................... 200,000,000 199,818,445 (b) U.S. Treasury Bill, 1/14/10 ....................................................... 100,000,000 99,751,698 (b) U.S. Treasury Bill, 4/01/10 ....................................................... 200,000,000 199,363,901 (b) U.S. Treasury Bill, 6/03/10 ....................................................... 250,000,000 248,838,286 -------------- TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (COST $1,466,366,360) ................. 1,466,366,360 -------------- TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS (COST $5,811,679,096) .............. 5,811,679,096 -------------- (d) REPURCHASE AGREEMENTS 32.4% Banc of America Securities LLC, 0.01%, 7/01/09 (Maturity Value $86,735,024) Collateralized by U.S. Treasury Notes, 0.875%, 4/15/10 - 1/31/11 ............... 86,735,000 86,735,000 Banc of America Securities LLC, 0.05%, 7/01/09 (Maturity Value $ 840,001,167) Collateralized by U.S. Government Agency Securities, 0.00% - 6.21%, 8/03/09 - 6/05/36 .............................................................. 840,000,000 840,000,000 Barclays Capital Inc., 0.01%, 7/01/09 (Maturity Value $405,000,112) Collateralized by U.S. Treasury Notes, 1.50%, 12/31/13 ......................... 405,000,000 405,000,000 Deutsche Bank Securities Inc., 0.01%, 7/01/09 (Maturity Value $ 586,105,163) Collateralized by U.S. Treasury Notes, 0.875% - 3.125%, 4/30/10 - 9/30/13; and (b) U.S. Treasury Bills, 9/17/09 ................................................... 586,105,000 586,105,000 HSBC Securities (USA) Inc., 0.04%, 7/01/09 (Maturity Value $790,000,878) Collateralized by U.S. Government Agency Securities, 1.45% - 10.35%, 9/10/10 - 10/08/27 ............................................................. 790,000,000 790,000,000 UBS Securities LLC, 0.07%, 7/01/09 (Maturity Value $50,000,097) Collateralized by U.S. Government Agency Securities, 0.85%, 12/03/10 ........... 50,000,000 50,000,000 -------------- TOTAL REPURCHASE AGREEMENTS (COST $2,757,840,000) ................................. 2,757,840,000 -------------- TOTAL INVESTMENTS (COST $8,569,519,096) 100.6% .................................... 8,569,519,096 OTHER ASSETS, LESS LIABILITIES (0.6)% ............................................. (49,126,719) -------------- NET ASSETS 100.0% ................................................................. $8,520,392,377 ============== See Abbreviations on page 32. (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) A supranational organization is an entity formed by two or more central governments through international treaties. (d) 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, 2009 THE MONEY MARKET PORTFOLIO -------------- Assets: Investments in securities, at amortized cost ............... $5,811,679,096 Repurchase agreements, at value and cost ................... 2,757,840,000 -------------- Total investments .................................... $8,569,519,096 Receivables: Capital shares sold ..................................... 456,390 Interest receivable ..................................... 2,094,221 -------------- Total assets ......................................... 8,572,069,707 -------------- Liabilities: Payables: Investment securities purchased ......................... 50,000,000 Affiliates .............................................. 1,069,924 Funds advanced by custodian ................................ 454,490 Accrued expenses and other liabilities ..................... 152,916 -------------- Total liabilities .................................... 51,677,330 -------------- Net assets, at value .............................. $8,520,392,377 -------------- Net assets consist of: Paid-in capital ............................................ $8,523,624,394 Accumulated net realized gain (loss) ....................... (3,232,017) -------------- Net assets, at value .............................. $8,520,392,377 ============== Shares outstanding ............................................ 8,523,624,394 ============== 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, 2009 THE MONEY MARKET PORTFOLIO ------------ Investment income: Interest ................................................... $109,770,988 ------------ Expenses: Management fees (Note 3a) .................................. 12,958,059 Custodian fees (Note 4) .................................... 157,952 Reports to shareholders .................................... 7,672 Professional fees .......................................... 127,620 Other ...................................................... 132,248 ------------ Total expenses .......................................... 13,383,551 Expense reductions (Note 4) ............................. (13,198) ------------ Net expenses ......................................... 13,370,353 ------------ Net investment income ............................. 96,400,635 ------------ Net realized gain (loss) from investments ..................... (3,212,548) ------------ Net increase (decrease) in net assets resulting from operations ................................................. $ 93,188,087 ============ 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, ------------------------------- 2009 2008 -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ................................................... $ 96,400,635 $ 271,686,303 Net realized gain (loss) from investments ............................... (3,212,548) -- -------------- -------------- Net increase (decrease) in net assets resulting from operations ...... 93,188,087 271,686,303 -------------- -------------- Distributions to shareholders from net investment income ................... (96,400,635) (271,686,303) Capital share transactions (Note 2) ........................................ 1,495,410,735 448,092,878 -------------- -------------- Net increase (decrease) in net assets ................................ 1,492,198,187 448,092,878 Net assets (there is no undistributed net investment income at beginning or end of year): Beginning of year .......................................................... 7,028,194,190 6,580,101,312 -------------- -------------- End of year ................................................................ $8,520,392,377 $7,028,194,190 ============== ============== The accompanying notes are an integral part of these financial statements. Annual Report | 27 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS THE MONEY MARKET PORTFOLIO 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 year end had been entered into on June 30, 2009. 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, 2009, 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; these dividends are reinvested and paid 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 28 | Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) THE MONEY MARKET PORTFOLIO 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) 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, 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 June 30, 2009, 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, ---------------------------------- 2009 2008 ---------------- --------------- Shares sold ..................................... $ 14,699,668,141 $ 8,390,404,437 Shares issued in reinvestment of distributions .. 96,416,354 271,685,448 Shares redeemed ................................. (13,300,673,760) (8,213,997,007) ---------------- --------------- Net increase (decrease) ......................... $ 1,495,410,735 $ 448,092,878 ================ =============== Annual Report | 29 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) THE 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, 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 June 30, 2009, the shares of the Portfolio were owned by the following entities: PERCENTAGE OF SHARES OUTSTANDING SHARES ------------- ------------------ Institutional Fiduciary Trust - Money Market Portfolio.. 5,354,079,725 62.81% Franklin Money Fund..................................... 2,558,928,082 30.02% Franklin Templeton Money Fund Trust - Franklin Templeton Money Fund........................ 462,747,495 5.43% Institutional Fiduciary Trust - Franklin Cash Reserves Fund........................................ 147,869,092 1.74% 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, 2009, the custodian fees were reduced as noted in the Statement of Operations. 30| Annual Report The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) THE MONEY MARKET PORTFOLIO 5. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At June 30, 2009, the capital loss carryforwards were as follows: Capital loss carryforwards expiring in: 2016.... $ 19,469 2017.... 3,212,548 ---------- $3,232,017 ========== The tax character of distributions paid during the years ended June 30, 2009 and 2008, was as follows: 2009 2008 ----------- ------------ Distributions paid from ordinary income.. $96,400,635 $271,686,303 =========== ============ At June 30, 2009, the cost of investments and undistributed ordinary income for book and income tax purposes were the same. 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 Annual Report | 31 The Money Market Portfolios NOTES TO FINANCIAL STATEMENTS (CONTINUED) THE MONEY MARKET PORTFOLIO 6. FAIR VALUE MEASUREMENTS (CONTINUED) 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 June 30, 2009, all the Portfolio's investments in securities carried at fair value were in Level 2 inputs. For detailed industry descriptions, see the accompanying Statement of Investments. 7. SUBSEQUENT EVENTS Management has evaluated subsequent events through August 14, 2009 and determined that no events have occurred that require disclosure. ABBREVIATIONS SELECTED PORTFOLIO FHLB - Federal Home Loan Bank FHLMC - Federal Home Loan Mortgage Corp. FNMA - Federal National Mortgage Association 32| 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, 2009, 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 14, 2009 Annual Report | 33 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 $93,335,422 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, 2009. 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 COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ -------------- -------------------------------------------- HARRIS J. ASHTON (1932) Trustee Since 1992 135 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 112 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971-2008); 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 112 Chevron Corporation (global energy company) One Franklin Parkway and ICO Global Communications (Holdings) San Mateo, CA 94403-1906 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 135 Hess Corporation (exploration and refining One Franklin Parkway of oil and gas), H.J. Heinz Company San Mateo, CA 94403-1906 (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 | 35 NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ -------------- -------------------------------------------- FRANK W.T. LAHAYE (1929) Trustee Since 1992 112 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 135 Hess Corporation (exploration and refining One Franklin Parkway of oil and gas) and Sentient Jet (private San Mateo, CA 94403-1906 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 112 None One Franklin Parkway Independent 2007 and Lead San Mateo, CA 94403-1906 Trustee Independent Trustee since 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); Senior 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 FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ -------------- -------------------------------------------- **CHARLES B. JOHNSON (1933) Trustee and Trustee since 135 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 41 of the investment companies in Franklin Templeton Investments. 36 | Annual Report NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ -------------- -------------------------------------------- **GREGORY E. JOHNSON (1961) Trustee Since 2007 91 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 32 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 45 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). LAURA F. FERGERSON (1962) Chief Since March 2009 Not Applicable Not Applicable One Franklin Parkway Executive San Mateo, CA 94403-1906 Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 45 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). GASTON GARDEY (1967) Treasurer, Since March 2009 Not Applicable Not Applicable One Franklin Parkway Chief Financial San Mateo, CA 94403-1906 Officer and Chief Accounting Officer PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Fund Accounting, Franklin Templeton Investments; and officer of 27 of the investment companies in Franklin Templeton Investments. ALIYA S. GORDON (1973) Vice President Since March 2009 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Associate General Counsel, Franklin Templeton Investments; officer of 45 of the investment companies in Franklin Templeton Investments; and FORMERLY, Litigation Associate, Steefel, Levitt & Weiss, LLP (2000-2004). 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/or director, as the case maybe, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. Annual Report | 37 NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ------------------ -------------- -------------------------------------------- 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 43 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 29 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 45 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). * 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 Fund 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 Fund 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 (800) DIAL BEN/(800) 342-5236 TO REQUEST THE SAI. SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 24, 2009, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for the Fund. 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 portfolio performance and financial information for the Fund, as well as periodic reports on shareholder services, legal compliance, pricing, and other services provided by the Investment Manager (Manager) and its affiliates. In addition, information specifically furnished to the Trustees in connection with the contract renewals being considered at the meeting included a Fund Profitability Analysis Report and additional information. Additionally, a report prepared by Lipper, Inc. ("Lipper") compared the investment performance and expenses of each of the separate Franklin funds investing in the Fund under the master/feeder structure (the "feeder funds") with those of other mutual funds deemed comparable 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 in the additional material prepared specifically for the meeting 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, as well as a three-year expense analysis with an explanation for any increase in expense ratios. Additional information accompanying such report were a memorandum prepared by Management describing project initiatives and capital investments relating to the services provided to the Fund 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 the Fund. In considering such information, the independent Trustees received assistance and met separately with independent counsel. The Fund Profitability Report and other additional material prepared by Management, along with the Lipper Reports for the feeder funds, were sent to each of the Trustees on February 3, 2009. Such material was reviewed and discussed by the independent Trustees among themselves and with Management in a telephonic conference call that took place February 12, 2009. Questions raised in such telephonic conference call were responded to by Management and were discussed at a meeting of independent Trustees held prior to the Board meeting. It was noted that all of the independent Trustees also served as independent Trustees on the Boards of each of the feeder funds and in considering such materials, emphasis was placed on various factors, including those taken into account by such Trustees in approving the investment advisory arrangements for the feeder funds. 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. 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 $64,887 for the fiscal year ended June 30, 2009 and $47,172 for the fiscal year ended June 30, 2008. (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 $6,000 for the fiscal year ended June 30, 2009 and $0 for the fiscal year ended June 30, 2008. 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 $0 for the fiscal year ended June 30, 2009 and $5,198 for the fiscal year ended June 30, 2008. 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 $0 for the fiscal year ended June 30, 2009 and $278,879 for the fiscal year ended June 30, 2008. 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 $6,000 for the fiscal year ended June 30, 2009 and $284,077 for the fiscal year ended June 30, 2008. (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 Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Gaston Gardey, Chief Financial Officer and Chief Accounting Officer (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Gaston Gardey, 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/Laura F. Fergerson ------------------ Laura F. Fergerson Chief Executive Officer - Finance and Administration Date August 27, 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/Laura F. Fergerson ------------------ Laura F. Fergerson Chief Executive Officer - Finance and Administration Date August 27, 2009 By /S/Gaston Gardey --------------------- Gaston Gardey Chief Financial Officer and Chief Accounting Officer Date August 27, 2009