INDEPENDENT AUDITORS' REPORT
To the Trustees and Investors of Tax Free Reserves Portfolio:
In planning and performing our audit of the financial statements
of Tax Free Reserves Portfolio (the "Portfolio") for the year
ended August 31, 2000 (on which we have issued our report dated
October 4, 2000), we considered its internal control, including
control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, and not to provide assurance on the
Portfolio's internal control.
The management of the Portfolio is responsible for establishing
and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in
conformity with accounting principles generally accepted in the
United States of America. Those controls include the
safeguarding of assets against unauthorized acquisition, use or
disposition.
Because of inherent limitations in any internal control,
misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of internal
control to future periods are subject to the risk that the
internal control may become inadequate because of changes in
conditions or that the degree of compliance with policies or
procedures may deteriorate.
Our consideration of the Portfolio's internal control would not
necessarily disclose all matters in internal control that might
be material weaknesses under standards established by the
American Institute of Certified Public Accountants. A material
weakness is a condition in which the design or operation of one
or more of the internal control components does not reduce to a
relatively low level the risk that misstatements caused by error
or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no
matters involving the Portfolio's internal control and its
operation, including controls for safeguarding securities, that
we consider to be material weaknesses as defined above as of
August 31, 2000.
This report is intended solely for the information and use of
management, the Trustees and Investors of the Portfolio, and the
Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.
Deloitte & Touche LLP
4-Oct-00
