FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
August 29, 1995
Filed Via EDGAR (CIK #0000765485)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Institutional Fiduciary Trust
File No. 2-96634
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Institutional Fiduciary Trust (the "Fund") hereby files its Rule 24f-2
Notice for the fiscal year ended June 30, 1995 (the "Fiscal Year"). The
registration fee shown in the attached calculation, has been
transmitted via wire transfer to the Mellon Bank.
At the beginning of the Fiscal Year, the Fund did not have any shares
of beneficial interest which had been registered under the Securities
Act of 1933 other than pursuant to Rule 24f-2, but which remained
unsold.
During the Fiscal Year, the Fund registered 136,673,641 shares of
beneficial interest other than pursuant to Rule 24f-2 all of which were
sold. The Fund sold a total of 7,635,742,646 shares of beneficial
interest during the Fiscal Year, of which 7,499,069,005 were sold in
reliance upon the registration pursuant to Rule 24f-2. 1/ Attached is
an opinion of counsel indicating that these securities were legally
issued, fully paid and non-assessable.
Sincerely yours,
INSTITUTIONAL FIDUCIARY TRUST
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
1/ Footnote to Rule 24f-2 Notice for Institutional Fiduciary Trust
The calculation pursuant to subsection (c) of Rule 24f-2 of the fee in
connection with the shares sold in reliance upon Rule 24f-2 is as
follows:
Aggregate sales price of securities sold
in
reliance upon Rule 24f-2 during Fiscal $7,547,769,319
Year
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and $7,530,399,279
(2) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
year and previously applied
pursuant to Rule 24e-2(a) in
filings made pursuant to
Section 24(e)(1) of the
Investment Company Act of
1940 -0- $7,530,399,279
Aggregate sales price on which
fee will be based $17,370,040
Divided by:
Rate of fee pursuant to Section
6(b) of Securities Act of 1933 2900
Fee payable $ 5,990
Stradley Ronon Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial:
(215) 564-8101
August 28, 1995
Institutional Fiduciary Trust
777 Mariners Island Boulevard
San Mateo, CA 94404
Gentlemen:
You have requested our opinion with respect to the shares of
beneficial interest sold by Institutional Fiduciary Trust (the "Fund")
during its fiscal year ended June 30, 1995, in connection with the
Notice being filed by the Fund pursuant to Rule 24f-2 under the
Investment Company Act of 1940. You have represented that a total of
7,635,742,646 shares were sold by the Fund during said fiscal year, of
which 7,499,069,005 shares were sold in reliance upon Rule 24f-2.
Based upon our review of such records, documents, and
representations as we have deemed relevant, it is our opinion that the
shares of beneficial interest of the Fund sold and issued by the Fund
during its fiscal year ended June 30, 1995, in reliance upon the
registration under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, were legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the "Rule 24f-2 Notice" being filed by the Fund, covering the
registration of the said shares under the Securities Act and the
applications and registration statements, and amendments thereto, filed
in accordance with the securities laws of the various states in which
shares of the Fund are offered, and we further consent to reference in
the Prospectus of the Fund to the fact that this opinion concerning the
legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG
By:/s/ Audrey C. Talley
Audrey C. Talley
ACT/lad
