l Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Institutional Fiduciary Trust
 and Shareholders of Money Market Portfolio

In planning and performing our audits of the financial statements
 of Money Market Portfolio (the "Fund") as of and for the year ended
 June 30, 2019, in accordance with the standards of
the Public Company Accounting Oversight Board (United States)
 (PCAOB), we considered the Fund's internal control over
financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures
for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-CEN,
 but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over
financial reporting. Accordingly, we do not express
 an opinion on the effectiveness of the Fund's internal control
 over financial reporting.

The management of the Fund is responsible for establishing and
 maintaining effective internal control over financial reporting.
 In fulfilling this responsibility, estimates and judgments
 by management are required to assess the expected benefits
and related costs of controls. A company's internal control over
 financial reporting is a process designed to provide reasonable
 assurance regarding the reliability of financial reporting and
 the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles.

 A company's internal control over financial reporting includes
 those policies and procedures that (1) pertain to the maintenance
 of records that, in reasonable detail, accurately and fairly reflect
 the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
 that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or
disposition of a company's assets that could have a material effect
 on the financial statements.

Because of its inherent limitations, internal control over financial
 reporting may not prevent or detect misstatements. Also, projections
 of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow management
 or employees, in the normal course of performing their assigned
 functions, to prevent or detect misstatements on a timely basis.
 A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting,
 such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements
 will not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over financial
 reporting was for the limited purpose described in the first
 paragraph and would not necessarily disclose all deficiencies
 in internal control over financial reporting that might be
material weaknesses under standards established by the PCAOB.
However, we noted no deficiencies in the Fund's internal control
 over financial reporting and its operation, including controls
 over safeguarding securities, that we consider to be a material
 weakness as defined above as of June 30, 2019.

This report is intended solely for the information and
 use of the Board of Trustees of Institutional Fiduciary
 Trust and the Securities and Exchange Commission and is
 not intended to be and should not be used by anyone
 other than these specified parties.

/s/PricewaterhouseCoopers LLP
San Francisco, California
August 15, 2019