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)