0000765485-08-000017 Sample Contracts

MASTER CUSTODY AGREEMENT
Master Custody Agreement • October 27th, 2008 • Institutional Fiduciary Trust

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

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on behalf of MONEY MARKET PORTFOLIO ADMINISTRATION AGREEMENT
Administration Agreement • October 27th, 2008 • Institutional Fiduciary Trust • California

This Administration Agreement is made between INSTITUTIONAL FIDUCIARY TRUST, a Delaware statutory trust (the “Trust”), on behalf of the MONEY MARKET PORTFOLIO (the “Fund”), a separate series of the Trust, and FRANKLIN ADVISERS, INC., a California Corporation (the “Administrator”). WHEREAS, the Trust has been organized and intends to operate as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), for the purpose of investing and reinvesting its assets in securities, as set forth in its Agreement and Declaration of Trust, its By-Laws and its Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, all as heretofore and hereafter amended and supplemented; and the Trust desires to avail itself of the services, information, advice, assistance and facilities of an administrator and to have an administrator perform various administrative, statistical, research, investment advisory and other services for the

INSTITUTIONAL FIDUCIARY TRUST One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • October 27th, 2008 • Institutional Fiduciary Trust

We, Institutional Fiduciary Trust, (the “Fund”), comprise of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”) are a Delaware statutory trust operating as an open-end management investment company or “mutual fund”, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.

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