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, 2021, 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, 2021.

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 18, 2021