<PAGE>
As filed with the Securities and Exchange Commission on April 26, 1996
1933 Act File No. 33-37615
1940 Act File No. 811-6174
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 11
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 15
MFS INSTITUTIONAL TRUST
(Exact Name of Registrant as Specified in Charter)
500 Boylston, Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (617) 954-5000
Stephen E. Cavan, Massachusetts Financial Services Company
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b)
|_| on [DATE] pursuant to paragraph (b)
|X| 60 days after filing pursuant to paragraph (a)(i)
|_| on [DATE] pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [DATE] pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
STATEMENT PURSUANT TO RULE 24f-2
Pursuant to Rule 24f-2, the Registrant has registered an indefinite number of
securities under the Securities Act of 1933 and filed a Rule 24f-2 Notice with
respect to its fiscal year ended June 30, 1995 on August 29, 1995.
================================================================================
<PAGE>
MFS INSTITUTIONAL EMERGING MARKETS INCOME FUND
(the "Emerging Markets Fund")
Supplement to the December 1, 1995 Prospectus and
Statement of Additional Information
The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information dated December 1, 1995 and
contains a change in investment policy with respect to the Emerging Markets
Fund.
The third paragraph on the cover page of the Prospectus beginning with
the heading "MFS Institutional Emerging Markets Fixed Income Fund" is hereby
deleted and replaced in its entirety by the following:
The investment objective of the Emerging Markets Fund is to seek
total return (high current income and long-term growth of
capital). The Fund invests, under normal market conditions, at
least 65% of its total assets in fixed income securities of
government, government-related, supranational and corporate
issuers located or primarily conducting their business in
emerging markets and in forward foreign currency exchange
contracts.
The first two paragraphs on page 8 of the Prospectus under the caption
"Investment Objectives and Policies - Emerging Markets Fund" are hereby deleted
and replaced in their entirety by the following:
Emerging Markets Fund -- The Emerging Markets Fund's investment
objective is to seek total return (high current income and
long-term growth of capital).
The Fund seeks to achieve its objective by investing, under
normal market conditions, at least 65% of its total assets in
fixed income securities of government, goverment-related,
supranational and corporate issuers located, or primarily
conducting their business, in emerging markets (see "Investment
Techniques - Fixed Income Securities and - Emerging Market
Securities" below) and forward foreign currency exchange
contracts (see Investment Techniques - Forward Contracts"
below). The Fund also may invest in fixed income securities of
companies in emerging market countries.
In accordance with the above change in policy, the name of the Fund was
changed from MFS Institutional Emerging Markets Fixed Income Fund to MFS
Institutional Emerging Markets Income Fund.
The Date of this Supplement is June __, 1996
<PAGE>
MFS INSTITUTIONAL EMERGING MARKETS INCOME FUND
Supplement to the Current Prospectus and
Statement of Additional Information
dated December 1, 1995
The Fund has adopted the investment policy to invest, under normal
market conditions, at least 65% of its total assets in fixed income securities
of government, government-related, supranational and corporate issuers located,
or primarily conducting their business, in emerging markets and in forward
foreign currency exchange contracts. The Fund intends to enter into forward
foreign currency exchange contracts ("forward contracts") as an alternative
method of gaining exposure to certain emerging markets, and expects to achieve a
similar benefit from entering into a forward contract denominated in a country's
currency as from the purchase of an emerging market debt security.
In accordance with the above change in policy, the name of the Fund has
been changed to MFS Institutional Emerging Markets Income Fund.
THE DATE OF THIS SUPPLEMENT IS APRIL 25, 1996
<PAGE>
The Prospectus dated December 1, 1995 of MFS Institutional Emerging Markets
Fixed Income Fund is incorporated in this Post-Effective Amendment No. 11 by
reference to the Prospectus of MFS Institutional Emerging Markets Fixed Income
Fund filed by the Registrant pursuant to Rule 497 under the Securities Act of
1933, as amended, with the Securities and Exchange Commission via EDGAR on
December 4, 1995.
<PAGE>
The Statement of Additional Information dated December 1, 1995 of MFS
Institutional Emerging Markets Fixed Income Fund is incorporated in this
Post-Effective Amendment No. 11 by reference to the Statement of Additional
Information of MFS Institutional Emerging Markets Fixed Income Fund filed by the
Registrant pursuant to Rule 497 under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission via EDGAR on December 4, 1995.
<PAGE>
The Supplement to the Prospectus of MFS Institutional Emerging Markets Fixed
Income Fund (the "Fund") dated February 8, 1996, the Supplement to the
Statement of Additional Information of the Fund dated February 8, 1996 and the
unaudited financials of the Fund dated December 31, 1995, all of which are
contained in Post-Effective Amendment No. 10 as filed by the Registrant pursuant
to Rule 485(b) under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission via EDGAR on February 8, 1996, are hereby incorporated
by reference to such materials into this Post-Effective Amendment No. 11.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements
MFS Institutional Emerging Markets Income Fund
Included in Part A of this Registration Statement:
For the period from August 7, 1995, commencement of
operations, to December 31, 1995:
Financial Highlights*
Included in Part B of this Registration Statement:
At December 31, 1995:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the period from August 7, 1995, commencement of
operations, to December 31, 1995:
Statement of Operations*
Statement of Changes in Net Assets*
- -----------------------------------
* Incorporated by reference to the semiannual report to shareholders filed
with the SEC via EDGAR on March 6, 1996.
(b) Exhibits on Behalf of MFS Institutional Trust
1 (a) Declaration of Trust, dated September 13,
1990. (1)
(b) Certificate of Amendment to Declaration of
Trust, dated June 1, 1992. (1)
(c) Amendment No. 2 to the Declaration of
Trust, dated August 13, 1992. (1)
(d) Amendment to Declaration of Trust -
Designation of Series, dated May 16,
1995. (1)
(e) Amendment to Declaration of Trust -
Designation of Series, dated August 29,
1995. (2)
(f) Amendment to Declaration of Trust -
Redesignation of Series, dated October 31,
1995. (7)
<PAGE>
(g) Amendment to Declaration of Trust -
Redesignation of Series, dated November
28, 1995. (7)
(h) Amendment to Declaration of Trust -
Redesignation of Series, dated April 24,
1996; filed herewith.
2 (a) Amended and Restated By-Laws, dated
June 1, 1992. (5)
(b) Amendment No. 1 to Amended and
Restated By-Laws, dated October 14,
1993. (5)
3 Not Applicable.
4 Form of Share Certificate for Class A,
Class B and Class C Shares. (4)
5 (a) Investment Advisory Agreement between
MFS Emerging Equities Fund and
Massachusetts Financial Services Company,
as adviser, dated August 7, 1992. (5)
(b) Investment Advisory Agreement between
MFS Worldwide Fixed Income Fund and
Massachusetts Financial Services Company,
as adviser, dated August 7, 1992. (5)
(c) Investment Advisory Agreement between
the Registrant, on behalf of MFS
Institutional Emerging Markets Fixed
Income Fund, and Massachusetts Financial
Services Company, as adviser. (1)
(d) Investment Advisory Agreement between
the Registrant, on behalf of MFS
Institutional Core Plus Fixed Income Fund,
and Massachusetts Financial Services
Company, as adviser. (7)
(e) Investment Advisory Agreement between
the Registrant, on behalf of MFS
Institutional Research Fund, and
Massachusetts Financial Services Company,
as adviser. (7)
(f) Investment Advisory Agreement between
the Registrant, on behalf of MFS
Institutional Mid-Cap Growth Equity Fund,
and Massachusetts Financial Services
Company, as adviser. (7)
(g) Investment Advisory Agreement between
the Registrant, on behalf of MFS
Institutional International Equity Fund,
and Massachusetts Financial Services
Company, as adviser. (7)
<PAGE>
6 Not Applicable.
7 Not Applicable.
8 (a) Custodian Agreement between the
Registrant and State Street Bank and Trust
Company, dated July 31, 1995. (2)
(b) Amendment to Custodian Contract dated
November 30, 1995. (7)
9 (a) Amended and Restated Shareholder
Servicing Agent Agreement between
Registrant and MFS Service Center, Inc. as
Shareholder Servicing Agent dated
November 30, 1995. (7)
(b) Exchange Privilege Agreement between the
MFS Institutional Trust, on behalf of each
of its series, and MFS Fund Distributors,
Inc. (7)
(c) Dividend Disbursing Agency Agreement
between the Registrant and State Street
Bank and Trust Company, dated October
31, 1990. (5)
(d) Loan Agreement by and among the Banks
named therein, the MFS Funds named
therein and The First National Bank of
Boston, dated February 21, 1995. (6)
10 Consent and Opinion of Counsel filed with
Registrant's Rule 24f-2 Notice for the
fiscal year ended June 30, 1995 on August
29, 1995.
11 Consent of Deloitte & Touche LLP. (5)
12 Not Applicable.
13 (a) Investment representation letter from
initial shareholder of MFS Institutional
Emerging Markets Fixed Income Fund. (1)
14 Not Applicable.
15 Distribution Agreement by and between MFS
Institutional Trust and MFS Fund
Distributors, Inc., dated June 15, 1994. (5)
16 Schedule of Computation for Performance
Quotations - Aggregate Total Rate of
Return, Average Annual Total Rate of
Return and Yield Calculations. (3)
17 Not Applicable.
<PAGE>
Power of Attorney dated August 12, 1994. (5)
(1) Incorporated by reference to Post-Effective Amendment No. 7 to the
Registrant's Registration Statement on Form N-1A filed with the SEC via
EDGAR on May 18, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A filed with the SEC via
EDGAR on September 15, 1995.
(3) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 26 filed with the SEC
via EDGAR on February 22, 1995.
(4) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 28 filed with the SEC
via EDGAR on July 28, 1995.
(5) Incorporated by reference to Post-Effective Amendment No. 29 filed with
the SEC via EDGAR on October 7, 1995.
(6) Incorporated by reference to Post-Effecitve Amendment No. 28 on Form N-2
for MFS Municipal Income Trust (File No. 811-4841), filed with the SEC
via EDGAR on February 28, 1995.
(7) Incorporated by reference to Post-Effective Amendment No. 10 filed with
the SEC via EDGAR on February 8, 1996.
Item 25. Persons Controlled by or under Common Control with Registrant
Not applicable
Item 26. Number of Holders of Securities
MFS Institutional Emerging Equities Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 35
(without par value) (as of March 29, 1996)
MFS Institutional Worldwide Fixed Income Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 15
(without par value) (as of March 29, 1996)
MFS Institutional Emerging Markets Income Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 4
(without par value) (as of March 29, 1996)
<PAGE>
MFS Institutional Core Plus Fixed Income Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 3
(without par value) (as of March 29, 1996)
MFS Institutional Research Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 3
(without par value) (as of March 29, 1996)
MFS Institutional Mid-Cap Growth Equity Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 4
(without par value) (as of March 29, 1996)
MFS Institutional International Equity Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 4
(without par value) (as of March 29, 1996)
Item 27. Indemnification
Article V of the Registrant's Declaration of Trust provides that the
Registrant will indemnify its Trustees and officers against liabilities and
expenses incurred in connection with litigation in which they may be involved
because of their offices with the Trust, unless as to liabilities to the
Registrant or its shareholders, it is finally adjudicated that they engaged in
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in their offices, or with respect to any matter unless it is
adjudicated that they did not act in good faith in the reasonable belief that
their actions were in the best interest of the Registrant. In the case of a
settlement, such indemnification will not be provided unless it has been
determined in accordance with the Declaration of Trust that such officers or
Trustees have not engaged in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in their offices.
<PAGE>
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser are insured under an errors and omissions
liability insurance policy. The Registrant and its officers are also insured
under the fidelity bond required by Rule 17g-1 under the Investment Company Act
of 1940, as amended.
Item 28. Business and Other Connections of Investment Adviser
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds: Massachusetts Investors Trust, Massachusetts
Investors Growth Stock Fund, MFS Growth Opportunities Fund, MFS Government
Securities Fund, MFS Government Limited Maturity Fund, MFS Series Trust I (which
has eight series: MFS Managed Sectors Fund, MFS Cash Reserve Fund, MFS World
Asset Allocation Fund, MFS Aggressive Growth Fund, MFS Research Growth and
Income Fund, MFS Core Growth Fund, MFS Equity Income Fund and MFS Special
Opportunities Fund), MFS Series Trust II (which has four series: MFS Emerging
Growth Fund, MFS Capital Growth Fund, MFS Intermediate Income Fund and MFS Gold
& Natural Resources Fund), MFS Series Trust III (which has two series: MFS High
Income Fund and MFS Municipal High Income Fund), MFS Series Trust IV (which has
four series: MFS Money Market Fund, MFS Government Money Market Fund, MFS
Municipal Bond Fund and MFS OTC Fund), MFS Series Trust V (which has two series:
MFS Total Return Fund and MFS Research Fund), MFS Series Trust VI (which has
three series: MFS World Total Return Fund, MFS Utilities Fund and MFS World
Equity Fund), MFS Series Trust VII (which has two series: MFS World Governments
Fund and MFS Value Fund), MFS Series Trust VIII (which has two series: MFS
Strategic Income Fund and MFS World Growth Fund), MFS Series Trust IX (which has
three series: MFS Bond Fund, MFS Limited Maturity Fund and MFS Municipal Limited
Maturity Fund), MFS Series Trust X (which has four series: MFS Government
Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS/Foreign
& Colonial International Growth Fund and MFS/Foreign & Colonial International
Growth and Income Fund), and MFS Municipal Series Trust (which has 19 series:
MFS Alabama Municipal Bond Fund, MFS Arkansas Municipal Bond Fund, MFS
California Municipal Bond Fund, MFS Florida Municipal Bond Fund, MFS Georgia
Municipal Bond Fund, MFS Louisiana Municipal Bond Fund, MFS Maryland Municipal
Bond Fund, MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond
Fund, MFS New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund,
MFS Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund,
MFS Tennessee Municipal Bond Fund, MFS Texas Municipal Bond Fund, MFS Virginia
Municipal Bond Fund, MFS Washington Municipal Bond Fund, MFS West Virginia
Municipal Bond Fund and MFS Municipal Income Fund) (the "MFS Funds"). The
principal business address of each of the aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
MFS also serves as investment adviser of the following no-load,
open-end Funds: MFS Institutional Trust ("MFSIT") (which has seven series), MFS
Variable Insurance Trust ("MVI") (which has twelve series) and MFS Union
Standard Trust ("UST") (which has two series). The principal business address of
each of the aforementioned Funds is 500 Boylston Street, Boston, Massachusetts
02116.
<PAGE>
In addition, MFS serves as investment adviser to the following
closed-end Funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL"), Sun Growth Variable Annuity Funds, Inc. ("SGVAF"), Money Market
Variable Account, High Yield Variable Account, Capital Appreciation Variable
Account, Government Securities Variable Account, World Governments Variable
Account, Total Return Variable Account and Managed Sectors Variable Account. The
principal business address of each is One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02181.
MFS International Ltd. ("MIL"), a limited liability company organized
under the laws of the Republic of Ireland and a subsidiary of MFS, whose
principal business address is 41-45 St. Stephen's Green, Dublin 2, Ireland,
serves as investment adviser to and distributor for MFS International Fund
(which has four portfolios: MFS International Funds-U.S. Equity Fund, MFS
International Funds-U.S. Emerging Growth Fund, MFS International Funds-Global
Governments Fund and MFS International Funds-Charter Income Fund) (the "MIL
Funds"). The MIL Funds are organized in Luxembourg and qualify as an undertaking
for collective investments in transferable securities (UCITS). The principal
business address of the MIL Funds is 47, Boulevard Royal, L-2449 Luxembourg.
MIL also serves as investment adviser to and distributor for MFS
Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Government Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
World Growth Fund, MFS Meridian Money Market Fund, MFS Meridian World Total
Return Fund, MFS Meridian U.S. Equity Fund and MFS Meridian Research Fund
(collectively the "MFS Meridian Funds"). Each of the MFS Meridian Funds is
organized as an exempt company under the laws of the Cayman Islands. The
principal business address of each of the MFS Meridian Funds is P.O. Box 309,
Grand Cayman, Cayman Islands, British West Indies.
MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is 4 John Carpenter Street, London, England ED4Y 0NH, is involved
primarily in marketing and investment research activities with respect to
private clients and the MIL Funds and the MFS Meridian Funds.
MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of
MFS, serves as distributor for the MFS Funds, MVI, UST and MFSIT.
Clarendon Insurance Agency, Inc. ("CIAI"), a wholly owned subsidiary
of MFS, serves as distributor for certain life insurance and annuity contracts
issued by Sun Life Assurance Company of Canada (U.S.).
<PAGE>
MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT, MVI and UST.
MFS Asset Management, Inc. ("AMI"), a wholly owned subsidiary of MFS,
provides investment advice to substantial private clients.
MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.
MFS
The Directors of MFS are A. Keith Brodkin, Jeffrey L. Shames, Arnold
D. Scott, John R. Gardner and John D. McNeil. Mr. Brodkin is the Chairman,
Mr. Shames is the President, Mr. Scott is a Senior Executive Vice President
and Secretary, Bruce C. Avery, William S. Harris, William W. Scott, Jr., and
Patricia A. Zlotin are Executive Vice Presidents, Stephen E. Cavan is a Senior
Vice President, General Counsel and an Assistant Secretary, Joseph W. Dello
Russo is a Senior Vice President, Chief Financial Officer and Treasurer,
Robert T. Burns is a Vice President, Associate General Counsel and an
Assistant Secretary of MFS, and Thomas B. Hastings is a Vice President and
Assistant Treasurer.
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust X
MFS Government Limited Maturity Fund
A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice
President of MFS, is the Assistant Treasurer, James R. Bordewick, Jr., Vice
President and Associate General Counsel of MFS, is the Assistant Secretary.
MFS Series Trust II
A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg,
Senior Vice President of MFS, is a Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost is the Assistant
Treasurer, and James R. Bordewick, Jr., is the Assistant Secretary.
<PAGE>
MFS Government Markets Income Trust
MFS Intermediate Income Trust
A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Executive Vice President of MFS and Leslie J. Nanberg, Senior Vice President
of MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas
London is the Treasurer, James O. Yost is the Assistant Treasurer, and James
R. Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust III
A. Keith Brodkin is the Chairman and President, James T. Swanson,
Robert J. Manning, Cynthia M. Brown and Joan S. Batchelder, Senior Vice
Presidents of MFS, Bernard Scozzafava, Vice President of MFS, and Matthew
Fontaine, Assistant Vice President of MFS, are Vice Presidents, Sheila
Burns-Magnan and Daniel E. McManus, Assistant Vice Presidents of MFS, are
Assistant Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost is the Assistant Treasurer, and James R.
Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust IV
MFS Series Trust IX
A. Keith Brodkin is the Chairman and President, Robert A. Dennis and
Geoffrey L. Kurinsky, Senior Vice Presidents of MFS, are Vice Presidents,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost is the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
MFS Series Trust VII
A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg and
Stephen C. Bryant, Senior Vice Presidents of MFS, are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
MFS Series Trust VIII
A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Leslie J. Nanberg, Patricia A. Zlotin, James T. Swanson and John D.
Laupheimer, Jr., Vice President of MFS, are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Municipal Series Trust
A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert A. Dennis are Vice Presidents, David B. Smith, Geoffrey L. Schechter
and David R. King, Vice
<PAGE>
Presidents of MFS, are Vice Presidents, Daniel E. McManus, Assistant Vice
President of MFS, is an Assistant Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost is the Assistant
Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Variable Insurance Trust
MFS Union Standard Trust
MFS Institutional Trust
A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Municipal Income Trust
A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert J. Manning are Vice Presidents, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, is the Assistant Treasurer and
James R. Bordewick, Jr., is the Assistant Secretary.
MFS Multimarket Income Trust
MFS Charter Income Trust
A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice
President of MFS, is the Assistant Treasurer and James R. Bordewick, Jr., is
the Assistant Secretary.
MFS Special Value Trust
A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Patricia A. Zlotin and Robert J. Manning are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, and James O. Yost, is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
SGVAF
W. Thomas London is the Treasurer.
MIL
A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott and
Jeffrey L. Shames are Directors, Ziad Malek, Senior Vice President of MFS, is
the President, Thomas J. Cashman, Jr., a Senior Vice President of MFS, is a
Senior Vice President, Stephen E. Cavan is a Director, Senior Vice President
and the Clerk, James R. Bordewick, Jr. is a Director, Vice
<PAGE>
President and an Assistant Clerk, Robert T. Burns is an Assistant Clerk, Joseph
W. Dello Russo is the Treasurer and Thomas B. Hastings is the Assistant
Treasurer.
MIL-UK
A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott,
Jeffrey L. Shames, and James R. Bordewick, Jr., are Directors, Stephen E.
Cavan is a Director and the Secretary, Ziad Malek is the President, James E.
Russell is the Treasurer, and Robert T. Burns is the Assistant Secretary.
MIL Funds
A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle and Richard W. S. Baker are Directors, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary, and Ziad Malek is a Senior Vice President.
MFS Meridian Funds
A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott and Jeffrey
L. Shames are Directors, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James R. Bordewick, Jr., is the Assistant Secretary, James
O. Yost is the Assistant Treasurer, and Ziad Malek is a Senior Vice President.
MFD
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, William W. Scott, Jr., an Executive Vice
President of MFS, is the President, Stephen E. Cavan is the Secretary, Robert
T. Burns is the Assistant Secretary, Joseph W. Dello Russo is the Treasurer,
and Thomas B. Hastings is the Assistant Treasurer.
CIAI
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Cynthia Orcott is President, Bruce C. Avery
is the Vice President, Joseph W. Dello Russo is the Treasurer, Thomas B.
Hastings is the Assistant Treasurer, Stephen E. Cavan is the Secretary, and
Robert T. Burns is the Assistant Secretary.
MFSC
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Joseph A. Recomendes, a Senior Vice President
of MFS, is Vice Chairman and a Director, Janet A. Clifford is the Executive
Vice President, Joseph W. Dello Russo is the
<PAGE>
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary, and Robert T. Burns is the Assistant Secretary.
AMI
A. Keith Brodkin is the Chairman and a Director, Jeffrey L. Shames,
and Arnold D. Scott are Directors, Thomas J. Cashman, Jr., is the President
and a Director, Leslie J. Nanberg is a Senior Vice President, a Managing
Director and a Director, George F. Bennett, Carol A. Corley, John A. Gee,
Brianne Grady and Kevin R. Parke are Senior Vice Presidents and Managing
Directors, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Secretary.
RSI
William W. Scott, Jr., Joseph A. Recomendes and Bruce C. Avery are
Directors, Arnold D. Scott is the Chairman and a Director, Douglas C. Grip, a
Senior Vice President of MFS, is the President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary, Robert T. Burns is the Assistant Secretary and Sharon A.
Brovelli is a Senior Vice President.
In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:
A. Keith Brodkin Director, Sun Life Assurance Company of
Canada (U.S.), One Sun Life Executive
Park, Wellesley Hills, Massachusetts
Director, Sun Life Insurance and Annuity
Company of New York, 67 Broad Street,
New York, New York
John R. Gardner President and a Director, Sun Life
Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto,
Ontario, Canada (Mr. Gardner is also an
officer and/or Director of various
subsidiaries and affiliates of Sun Life)
John D. McNeil Chairman, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street
West, Toronto, Ontario, Canada (Mr.
McNeil is also an officer and/or Director
of various subsidiaries and affiliates of
Sun Life)
Joseph W. Dello Russo Director of Mutual Fund Operations, The
Boston Company, Exchange Place, Boston,
Massachusetts (until August, 1994)
<PAGE>
Item 29. Distributors
(a) Reference is hereby made to Item 28 above.
(b) Reference is hereby made to Item 28 above; the principal business
address of each of these persons is 500 Boylston Street, Boston, Massachusetts
02116.
(c) Not applicable.
Item 30. Location of Accounts and Records
The Registrant's corporate documents are kept by the Registrant at its
offices. Portfolio brokerage orders, other purchase orders, reasons for
brokerage allocation and lists of persons authorized to transact business for
the Registrant are kept by Massachusetts Financial Services Company at 500
Boylston Street, Boston, Massachusetts 02116. Shareholder account records are
kept by MFS Service Center, Inc. at 500 Boylston Street, Boston, Massachusetts
02116. Transaction journals, receipts for the acceptance and delivery of
securities and cash, ledgers and trial balances are kept by State Street Bank
and Trust Company at State Street South, 5-West, North Quincy, Massachusetts
02171.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) The Registrant undertakes to file a post-effective amendment to
this registration statement, in order to file financial statements for the MFS
Institutional Broad Market Fixed Income Fund, MFS Institutional Research Fund,
MFS Institutional Mid-Cap Growth Fund and MFS Institutional International Equity
Fund, which need not be certified, within four to six months from the effective
date of Post-Effective Amendment No. 8 filed with the SEC on September 15, 1995.
(c) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of its latest annual report to shareholders upon
request and without charge.
(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the provisions set forth in Item 27 of
this Part C, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses
<PAGE>
incurred or paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the Securities being
Registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 24th day of April, 1996.
MFS INSTITUTIONAL TRUST
By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on April 24, 1996.
SIGNATURE TITLE
A. KEITH BRODKIN* Chairman, President (Principal
A. Keith Brodkin Executive Officer) and Trustee
W. THOMAS LONDON* Treasurer (Principal Financial Officer
W. Thomas London and Principal Accounting Officer)
WILLIAM R. GUTOW* Trustee
William R. Gutow
NELSON J. DARLING, JR.* Trustee
Nelson J. Darling, Jr.
*By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
as Attorney-in-fact
Executed by James R. Bordewick, Jr.
on behalf of those indicated pursuant
to a Power of Attorney dated
August 12, 1994; filed with Post-
Effective Amendment No. 9 on
October 27, 1995.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 (h) Amendment to Declaration of
Trust - Redesignation of Series,
dated April 24, 1996.
<PAGE>
<PAGE>
EXHIBIT NO. 99.1(h)
MFS INSTITUTIONAL TRUST
CERTIFICATION OF AMENDMENT
TO DECLARATION OF TRUST
REDESIGNATION OF SERIES
Pursuant to Section 6.9 of the Amended and Restated Declaration of
Trust dated January 24, 1996 (the "Declaration"), of MFS Institutional Trust
(the "Trust"), the Trustees of the Trust hereby redesignate an existing series
of Shares (as defined in the Declaration):
1. The series designated as MFS Institutional Emerging Markets
Fixed Income Fund shall be redesignated as MFS Institutional Emerging Markets
Income Fund.
Pursuant to Section 6.9(i) of the Declaration, this redesignation of
series of Shares shall be effective upon the execution of a majority of the
Trustees of the Trust.
IN WITNESS WHEREOF, a majority of the Trustees of the Trust have
executed this redesignation of series this 24th day of April, 1996.
A. KEITH BRODKIN
A. Keith Brodkin
NELSON J. DARLING, JR.
Nelson J. Darling, Jr.
WILLIAM R. GUTOW
William R. Gutow
<PAGE>
