INTERNAL CONTROL RPT

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

EXEMPT ORDER INFO

SEC Releases, In the Matter of Age High Income Fund, Inc., et al.,
777 Mariners Island Boulevard, San Mateo, CA 94404, Securities and
 Exchange Commission, (Jan. 13, 1987)
SEC Releases
 Click to open document in a browser
37 SEC-DOCKET 569-02
Release No. IC-15534
File No. 812-6505
January 13, 1987
ORDER PERMITTING JOINT TRADING ACCOUNTS
AGE High Income Fund, Inc; Birr, Wilson Money Fund; Franklin
 California Tax-Free Income Fund, Inc.; Franklin New York Tax-Free
Income Fund, Inc; Franklin California Tax-Free Trust; Franklin
Tax-Free Trust; Franklin Corporate Cash Management Fund; Franklin
 Custodian Funds, Inc; Franklin Equity Fund; Franklin Federal Money
 Fund; Franklin Federal Tax-Free Income Fund; Franklin Gold Fund;
Franklin Money Fund; Franklin Option Fund; Franklin Tax-Exempt Money
 Fund; Franklin New York Tax-Exempt Money Fund; Franklin
Pennsylvania Investors Fund; and Institutional Fiduciary Trust
("Funds") and Franklin Advisers, Inc., filed an application on
 October 17, 1986, and an amendment thereto on November 24,
1986, requesting an order of the Commission under Section 17(d)
 of the Investment Company Act of 1940 ("Act") and Rule 17d-1
 thereunder to permit the Funds, as well as future investment
 companies for which subsidiaries or affiliates of Franklin
 Resources, Inc. serve as investment managers, to deposit
their cash balances remaining uninvested at the end of each
trading day into a single joint account whose daily balance
would be used to enter into one or more repurchase agreements
 in a total amount equal to the aggregate daily balance in
 the account ("Joint Accounts").
On December 17, 1986, a notice was issued (Investment Company
Act Release No. 15485) of the filing of the application. The
 notice gave interested persons an opportunity to request a
hearing and stated that an order disposing of the application
would be issued as of course unless a hearing should be ordered.
 No request for a hearing has been filed, and the Commission has
 not ordered a hearing.
The matter having been considered, it is found that the
participation of the Funds in the Joint Accounts is consistent
 with the provisions, policies and purposes of the Act and that
 their participation in the Joint Accounts is not on a basis less
 advantageous than that of any other participant. Accordingly,
IT IS ORDERED, pursuant to Section 17(d) of the Act and Rule 17d-1
 thereunder that the application to permit the Funds to participate
 in the Joint Accounts as described in the application, be, and
hereby is granted, effective forthwith.
For the Commission, by the Division of Investment Management,
under delegated authority.
Jonathan G. Katz
Secretary