MATERIAL AMENDMENTS

NAME OF REGISTRANT:
Institutional Fiduciary Trust
File No. 811-04267

EXHIBIT ITEM: Copies of any material amendments to the registrant's charter
or by-laws

Amendment Effective February 1, 2018
To the By-Laws of Institutional Fiduciary Trust (the "Trust")

WHEREAS, Article VIII, Section 2 of the By-Laws provides that the By-Laws
may be amended by the Board of Trustees; and

WHEREAS, by resolutions adopted October 24, 2017 at a meeting of the Board
of Trustees of the Trust, the Board of Trustees unanimously authorized the
By-Laws to be amended as set forth below.

NOW THEREFORE, the By-Laws are hereby amended as follows:

1.	ARTICLE VII, Sections 3, 4 and 6 are replaced in their entirety
with the following:

*  *  *  *  *  *

Section 3.	CERTIFICATES FOR SHARES.  No certificate or certificates for
Shares shall be issued to Shareholders and no Shareholder shall have the
right to demand or require that a certificate for Shares be issued to it.
The Trust shall adopt and use a system of issuance, recordation and transfer
of its shares by electronic or other means.
Section 4.	LOST CERTIFICATES.  No new certificate for Shares shall be
issued to replace an old certificate that is surrendered to the Trust for
cancellation.  In case any Share certificate or certificate for any other
security is lost, stolen, or destroyed, such certificate shall be cancelled
and the ownership of an uncertificated Share shall be recorded upon the
books of the Trust, on such terms and conditions as the Board may require,
including a provision for indemnification of the Board and the Trust
secured by a bond or other adequate security sufficient to protect the
Trust and the Board against any claim that may be made against either,
including any expense or liability on account of the alleged loss, theft,
or destruction of the certificate.
*  *  *  *  *  *

Section 6.	TRANSFERS OF SHARES.  Shares are transferable, if authorized
by the Declaration of Trust, only on the record books of the Trust by the
Person in whose name such Shares are registered, or by his or her duly
authorized attorney-in-fact or representative.  Upon receipt of proper
transfer instructions from the registered owner of certificated Shares,
and upon the surrender for cancellation of such certificates representing
the number of Shares to be transferred with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such
proof of the authenticity of the signature as the Trust or its agents may
reasonably require, the Trust shall cancel the old certificate and record
the transaction and ownership of uncertificated Shares upon the books of
the Trust.  Upon receipt of proper transfer instructions from the registered
owner of uncertificated Shares, such uncertificated Shares shall be
transferred on the record books to the Person entitled thereto.  The Trust,
its transfer agent or other duly authorized agents may refuse any requested
transfer of Shares, or request additional evidence of authority to safeguard
the assets or interests of the Trust or of its Shareholders, in their sole
discretion.  In all cases of transfer by an attorney-in-fact, the original
power of attorney, or an official copy thereof duly certified, shall be
deposited and remain with the Trust, its transfer agent or other duly
authorized agent.  In case of transfers by executors, administrators,
guardians or other legal representatives, duly authenticated evidence of
their authority shall be presented to the Trust, its transfer agent or
other duly authorized agent, and may be required to be deposited and
remain with the Trust, its transfer agent or other duly authorized agent.


Adopted and approved as of October 24, 2017 by the Board of Trustees.

/s/ Steven J. Gray__________
(Signature)

Steven J. Gray
(Name)

Assistant Secretary
(Title)

INTERNAL CONTROL RPT

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 audit of the financial statements of
Money Market Portfolio (the "Fund") as of and for the year ended
June 30, 2018, 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, 2018.

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 16, 2018