U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Institutional Fiduciary Trust
777 Mariners Island Blvd., P.O. Box 7777, San Mateo, CA 94403-7777
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2. Name of each series or class of funds for which this notice is filed:
Money Market Portfolio
Franklin U.S. Government Securities Money Market Portfolio
Franklin U.S. Treasury Money Market Portfolio
Franklin Institutional Adjustable U.S. Government Securities Fund
Franklin Institutional Adjustable Rate Securities Fund
Franklin U.S. Government Agency Money Market Fund
Franklin Cash Reserves Fund
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3. Investment Company Act File Number: 811-4267
Securities Act File Number: 2-96634
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4. Last day of fiscal year for which this notice is filed: 6/30/97
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): n/a
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: -0-
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 164,991,621 shares
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9. Number and aggregate sale price of securities sold during the fiscal year:
5,925,931,843 shares ($5,926,799,119)
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
5,925,931,843 shares ($5,926,799,119)
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7): Not Applicable
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from
Item 10): $5,926,799,119
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + n/a
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -6,045,833,620
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule 24e-2
(if applicable): + n/a
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): -0-
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/3300
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $-0-
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By /s/ Larry Greene
Assistant Secretary
Date 8/28/97
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STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
(215) 564-8000
August 27, 1997
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, 1997, 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 5,925,931,843 shares were sold by
the Fund during said fiscal year, all of which 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, 1997, 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
