<PAGE>
As filed with the Securities and Exchange Commission on June 28, 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. 12
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 16
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)
|X| on June 28, 1996 pursuant to paragraph (b)
|_| 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>
The Prospectus dated December 1, 1995 of MFS Institutional Mid-Cap Growth
Equity Fund and MFS Institutional International Equity Fund is incorporated
in this Post-Effective Amendment No. 12 by reference to the Prospectus of MFS
Institutional Mid-Cap Growth Equity Fund and MFS Institutional International
Equity 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>
MFS INSTITUTIONAL INTERNATIONAL EQUITY FUND
MFS INSTITUTIONAL MID-CAP GROWTH EQUITY FUND
Series of MFS INSTITUTIONAL TRUST
Supplement to the December 1, 1995 Prospectus
The following information should be read in conjunction with the Funds'
Prospectus and Statement of Additional Information dated December 1, 1995 and
contains financial information and other changes with respect to the
International Equity Fund and the Mid-Cap Fund.
Annual Operating Expenses (as percentage of average net assets):*
INTERNATIONAL EQUITY FUND MID-CAP FUND
Management Fees 0.75% 0.60%
Other Expenses (after
expense reduction)** 0.10% 0.05%
----- -----
Total Operating Expenses
(after expense reduction)** 0.85% 0.65%
* Based on estimates of expenses for the fiscal year ending June 30, 1996.
** The Adviser has agreed to bear the expenses of each Fund such that each
Fund's aggregate expenses do not exceed the following percentages,
on an annualized basis, of its average daily net assets: 0.85% of the
International Equity Fund and 0.65% of the Mid-Cap Fund. Each arrangement
may be terminated or revised by MFS at any time. See "Information
Concerning Shares of the Fund - Expenses" in the Prospectus. Absent these
expense arrangements, estimated Other Expenses and Total Operating Expenses
for each Fund would be, on an annualized basis, respectively, 3.63% and
4.38% of the International Equity Fund and 3.63% and 4.23% of the Mid-Cap
Fund, respectively.
CONDENSED FINANCIAL INFORMATION
The following information should be read in conjunction with the financial
statements included in the July 1, 1996 Supplement to the Statement of
Additional Information (which have not been audited).
Financial Highlights
Period Ended April 30, 1996*
Per share data (for a share outstanding throughout the period):
INTERNATIONAL EQUITY FUND MID-CAP FUND
Net asset value -
beginning of period $10.00 $10.00
Income from investment
operations# -
Net investment
income (Loss)** $ 0.07 $(0.01)
Net realized and
unrealized gain on
investments and
foreign currency
transactions 0.56 1.46
------ ------
Total from
investment
operations $ 0.63 $ 1.45
------ ------
Net asset value - end of period $10.63 $11.45
====== ======
Total return 6.30%++ 14.50%++
Ratios (to average net assets)/
Supplemental data**:
Expenses 0.95%+ 0.75%+
Net Investment
Income (loss) 2.34%+ (0.21)%+
Portfolio turnover 5% 26%
Net assets at end of period
(000 omitted) $2,423 $8,382
* For the period from the commencement of investment operations of the
International Equity Fund and the Mid-Cap Fund, January 30, 1996 and
December 28, 1995, respectively, to April 30, 1996.
+ Annualized.
++ Not Annualized.
<PAGE>
# Per share data is based on average shares outstanding.
** The Adviser voluntarily agreed to maintain the expenses of the Fund at not
more than 0.95% and 0.75%, respectively of each Fund's average daily net
assets. To the extent actual expenses were over these limitations, the net
investment loss per share and the ratios would have been:
Net investment loss $(0.07) $(0.10)
Ratios (to average net assets):
Expenses 5.63%+ 3.68%+
Net investment loss (2.33)%+ (3.14)%+
The date of this Supplement is July 1, 1996.
<PAGE>
The Statement of Additional Information dated December 1, 1995 of MFS
Institutional Mid-Cap Growth Equity Fund and MFS Institutional International
Equity Fund is incorporated in this Post-Effective Amendment No. 12 by reference
to the Statement of Additional Information of MFS Institutional Mid-Cap Growth
Equity Fund and MFS Institutional International Equity 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>
MFS INSTITUTIONAL INTERNATIONAL EQUITY FUND
MFS INSTITUTIONAL MID-CAP GROWTH EQUITY FUND
Series of MFS INSTITUTIONAL TRUST
Supplement to the December 1, 1995 Statement of Additional Information
MANAGEMENT OF THE TRUST
As of June 7, 1996, DePauw University, 313 S. Locust St., Greencastle, IN, and
certain benefit and pension plans of Massachusetts Financial Services Company
("MFS") were the record owners approximately of 59.5% and 40.5%, respectively,
of the outstanding shares of the Mid-Cap Fund and certain benefit and pension
plans of MFS were the record owners of 100% of the outstanding shares of the
International Equity Fund.
DETERMINATION OF NET ASSET VALUE; PERFORMANCE INFORMATION
The aggregate total rate of return for the International Equity Fund and the
Mid-Cap Fund for the period from January 30, 1996 and December 28, 1995
(commencement of investment operations), respectively, to April 30, 1996 was
6.30% and 14.50%, respectively, unannualized. The results would have been lower
had MFS not borne certain expenses of the Fund.
FINANCIAL STATEMENTS
The Financial Statements for each Fund, consisting of the Portfolio of
Investments at April 30, 1996, the Statement of Assets and Liabilities at April
30, 1996, the Statement of Operations for the period from the commencement of
investment operations of the International Equity Fund and the Mid-Cap Fund on
January 30, 1996 and December 28, 1995, respectively, to April 30, 1996, the
Statement of Changes in Net Assets for the period from the commencement of
investment operations of the International Equity Fund and the Mid-Cap Fund on
January 30, 1996 and December 28, 1995, respectively, to April 30, 1996, and the
Notes to the Financial Statements are attached to and form a part of this
supplement.
The date of this Supplement is July 1, 1996.
<PAGE>
Portfolio of Investments (Unaudited) - April 30, 1996
MFS Institutional International Equity Fund
- -------------------------------------------------------------------------------
Common Stocks - 94.7%
- ------------------------------------------------------------------------------
Issuer Shares Value
- -------------------------------------------------------------------------------
Foreign Stocks -- 86.3%
Australia -- 4.1%
Q.B.E.Insurance Group Ltd. (Insurance) 9,600 $ 50,418
Seven Network Ltd. (Broadcasting) 16,700 49,892
---------------
$ 100,310
- -------------------------------------------------------------------------------
Denmark -- 0.8%
Novo-Nordisk, "B" (Pharmaceuticals) 140 $ 18,178
- -------------------------------------------------------------------------------
Finland -- 1.8%
Aamulehti Yhtymae Oy-II (Publishing) 950 $ 24,050
Huhtamaki Oy "I", Free shares (Food
Processing) 600 19,840
---------------
$ 43,890
- -------------------------------------------------------------------------------
France -- 5.5%
Accor (Lodging) 150 $ 20,826
Michelin "B" (Tire and Rubber) 700 34,665
Total S.A. "B" (Oils) 350 23,735
Union des Assurances Federales S.A.
(Insurance) 440 53,431
---------------
$ 132,657
- -------------------------------------------------------------------------------
Germany -- 1.1%
Volkswagen AG (Automobiles) 75 $ 25,871
- -------------------------------------------------------------------------------
Greece -- 0.8%
Hellenic Technodomiki
(Engineering & Construction) 1,100 $ 18,495
- -------------------------------------------------------------------------------
Hong Kong -- 5.3%
Cosco Pacific Ltd. (Packaging and Container)## 34,000 $ 23,957
Dah Sing Financial (Financial) 5,600 15,566
Giordano International (Retail - Apparel) 35,000 32,354
Liu Chong Hing Bank (Financial - Banking) 15,000 20,750
Peregrine Investment Holdings
(Financial Services) 12,000 18,540
Wing Hang Bank Ltd. (Financial - Banking) 5,000 18,294
---------------
$ 129,461
- -------------------------------------------------------------------------------
Italy -- 3.3%
Telecom Italia Mobile (Utilities - Telephone) 57,000 $ 79,917
- -------------------------------------------------------------------------------
Japan -- 19.4%
Bridgestone Corp (Tire and Rubber) 2,000 $ 36,995
Canon, Inc. (Office Equipment) 1,000 19,832
Daiwa House Industrial Co.
(Manufactured Housing) 2,000 31,846
DDI Corp. (Utilities - Telephone) 10 85,717
East Japan Railway (Transportation) 6 31,979
Kinki Coca-Cola (Beverage) 1,000 14,779
<PAGE>
Portfolio of Investments (Unaudited) - April 30, 1996
Common Stocks - continued
- -------------------------------------------------------------------------------
Issuer Shares Value
- -------------------------------------------------------------------------------
Japan -- continued
Kirin Beverage (Beverage) 2,000 $ 28,223
Matsushita Electric Industrial
Co. (Electrical Equipment) 2,000 35,278
Murata Manufacturing (Electrical Equipment) 1,000 38,711
Omron Corp. (Electronics) 2,000 45,004
Osak Sanso Kogyo (Chemicals) 8,000 35,698
Takeda Chemical Industries (Pharmaceuticals) 3,000 51,773
Teisan KK (Chemicals) 2,000 13,787
---------------
$ 469,622
- -------------------------------------------------------------------------------
Malaysia -- 1.3%
New Straits Time Press Bhd. (Publishing) 6,000 $ 32,249
- -------------------------------------------------------------------------------
Netherlands -- 4.7%
Getronics NV (Computer Software) 650 $ 45,128
IHC Caland NV (Oil Services) 600 23,559
Royal Dutch Petroleum Co. (Oils) 325 46,285
---------------
$ 114,972
- -------------------------------------------------------------------------------
New Zealand -- 4.7%
Lion Nathan Ltd (Brewing) 27,000 $ 67,264
Sky City Ltd. (Gaming) 11,000 46,730
---------------
$ 113,994
- -------------------------------------------------------------------------------
Philippines -- 0.8%
Pilipino Telephone (Telecommunications) 13,000 $ 19,176
- -------------------------------------------------------------------------------
Singapore -- 3.7%
Singapore Finance Ltd. (Financial Services) 26,000 $ 52,167
Singapore Press HD Ltd. (Publishing) 2,000 37,851
---------------
$ 90,018
- -------------------------------------------------------------------------------
Spain -- 6.3%
Acerinox S.A. (Iron/Steel) 440 $ 49,762
Cubiertas Y Mzov S.A. (Engineering) 600 38,364
Iberdrola (Utilities - Electric) 2,200 21,542
Repsol S.A. (Oils) 1,200 44,027
---------------
$ 153,695
- -------------------------------------------------------------------------------
Sweden -- 11.2%
ASTRA AB, "B", Free Shares
(Pharmaceuticals) 740 $ 75,005
ASTRA AB, "B", Free Shares
(Pharmaceuticals) 1,600 70,597
Marieberg Tidings AB, "A" (Publishing) 1,000 23,424
Nobel Biocare AB (Medical Supplies) 1,100 17,502
Sparbanken Svergie, "A" (Financial) 4,300 48,462
Tornet Fastighet AB (Real Estate)* 4,300 3,167
Volvo AB, "B" (Automotive) 1,400 32,072
---------------
$ 270,229
- -------------------------------------------------------------------------------
United Kingdom -- 11.5%
Asda Group PLC (Stores) 30,500 $ 52,079
Capital Radio PLC (Broadcasting) 2,400 24,768
Dalgety PLC (Food Products) 6,200 36,190
<PAGE>
Portfolio of Investments (Unaudited) - April 30, 1996
Common Stocks - continued
- -------------------------------------------------------------------------------
Issuer Shares Value
- --------------------------------------------------------------------------------
United Kingdom -- continued
Kwik-Fit Holdings PLC (Auto Parts) 1,300 $ 4,449
Lloyds TSB Group PLC (Financial Services) 3,700 17,729
PowerGen PLC (Utilities - Electric) 10,000 83,945
PowerGen PLC, 380 P/P (Utilities - Electric) 3,900 24,525
Storehouse PLC (Retail Department Stores) 6,600 34,057
---------------
$ 277,742
- -------------------------------------------------------------------------------
Total Foreign Stocks $ 2,090,476
- -------------------------------------------------------------------------------
U.S. Stocks -- 8.4%
Construction Services -- 0.7%
Alsons Cement Corp. ## * 34,000 $ 15,958
- -------------------------------------------------------------------------------
Railroad -- 1.4%
Canadian National Railway Co. 1,750 $ 33,250
- -------------------------------------------------------------------------------
Restaurants and Lodging -- 0.9%
Mandarin Oriental Hotel 16,000 $ 22,720
- -------------------------------------------------------------------------------
Telecommunications -- 4.1%
Ericsson, L.M., "B" ADR 1,100 $ 22,413
Korea Mobile Telecommunications Corp. ## 500 28,500
Orange PLC, ADR * 700 12,600
Total Access Communications * 4,000 35,200
---------------
$ 98,713
- -------------------------------------------------------------------------------
Utilities -- Electric 1.3%
Chilectra SA, ADR 600 $ 32,700
- -------------------------------------------------------------------------------
Total U.S. Stocks $ 203,341
- -------------------------------------------------------------------------------
Total Stocks (Identified Cost, $2,174,329) $ 2,293,817
- -------------------------------------------------------------------------------
Short-Term Obligation -- 4.1%
- -------------------------------------------------------------------------------
Principal Amount
(000 Omitted)
- -------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
due 5/01/96, at Amortized Cost $ 100 $ 100,000
- -------------------------------------------------------------------------------
Total Investments (Identified Cost,$2,274,329) 2,393,817
Other Assets, Less Liabilities -- 1.2% $ 29,220
- -------------------------------------------------------------------------------
Net Assets - 100% $ 2,423,037
- -------------------------------------------------------------------------------
See notes to financial statements.
<PAGE>
Portfolio of Investments (Unaudited) - April 30, 1996
MFS Institutional Mid-Cap Growth Equity Fund
- -------------------------------------------------------------------------------
Common Stocks - 95.2%
- -------------------------------------------------------------------------------
Issuer Shares Value
- -------------------------------------------------------------------------------
Apparel and Textiles -- 1.0%
Nine West Group, Inc. * 2,000 $ 85,750
- -------------------------------------------------------------------------------
Banks and Credit Companies -- 1.9%
Capital One Financial Co. 3,000 $ 88,500
Northern Trust Co. 1,300 73,125
---------------
$ 161,625
- -------------------------------------------------------------------------------
Business Machines -- 0.6%
Gateway 2000, Inc. * 1,300 $ 45,337
- -------------------------------------------------------------------------------
Business Services -- 9.0%
ADT Ltd. 5,500 $ 93,500
BISYS Group, Inc. * 1,300 49,725
Ceridian Corp. * 2,000 95,500
Computer Sciences, Inc. * 1,350 99,900
CUC International, Inc. * 4,000 131,500
First USA Paymentech * 100 4,350
Fiserv, Inc. * 3,250 99,125
Fanklin Quest Co. * 3,300 89,100
SPS Transaction Services Corp. * 3,300 88,275
---------------
$ 750,975
- -------------------------------------------------------------------------------
Cellular Phones -- 0.6%
Telephone & Data Systems, Inc. 1,150 $ 53,475
- -------------------------------------------------------------------------------
Computer Software -- Personal Computers -- 4.2%
Autodesk, Inc. 4,500 $ 183,375
Electronic Arts, Inc. * 3,675 98,306
Symantec Corp. * 4,500 72,562
---------------
$ 354,243
- -------------------------------------------------------------------------------
Computer Software -- Systems -- 18.8%
Adobe Systems, Inc. 3,000 $ 129,000
BMC Software, Inc. * 3,300 200,887
Cadence Design Systems, Inc. * 2,500 130,625
Compuware Corp. * 3,150 89,775
Davidson & Assoc., Inc. * 1,300 35,100
Informix Corp. * 4,500 118,687
Oracle Systems Corp. * 9,975 336,656
Sybase, Inc. * 5,675 155,353
Synopsys, Inc. * 4,650 191,812
System Software Associates, Inc. 8,000 191,000
---------------
$ 1,578,895
- -------------------------------------------------------------------------------
Consumer Goods and Services -- 1.5%
Department 56, Inc. * 2,300 $ 57,212
Service Corp. International 1,300 69,063
---------------
$ 126,275
- -------------------------------------------------------------------------------
<PAGE>
Portfolio of Investments (Unaudited) - April 30, 1996
Common Stocks - continued
- -------------------------------------------------------------------------------
Issuer Shares Value
- -------------------------------------------------------------------------------
Electronics -- 3.7%
Linear Technology Corp. 1,000 $ 34,375
LSI Logic Corp. * 3,800 136,800
Novellus Systems, Inc. * 1,000 54,250
Xilinx, Inc. * 2,300 84,812
---------------
$ 310,237
- -------------------------------------------------------------------------------
Entertainment -- 7.5%
Grand Casinos, Inc. * 2,650 $ 85,794
Harrah's Entertainment Corp. * 7,150 246,675
Heritage Media Corp. * 1,300 49,888
Infinity Broadcasting Corp., "A" * 2,300 66,700
Showboat, Inc. 5,500 176,000
---------------
$ 625,057
- -------------------------------------------------------------------------------
Financial Institutions -- 6.0%
Advanta Corp., "B" 2,000 $ 100,250
Countrywide Credit Industries, Inc. 2,000 43,250
Credit Acceptance Corp. * 2,500 46,875
Finova Group, Inc. 1,300 72,150
Franklin Resources, Inc. 2,300 131,675
Green Tree Financial 3,300 111,375
---------------
$ 505,575
- -------------------------------------------------------------------------------
Medical and Health Technology and Services 15.0%
Foundation Health Corp. * 2,150 $ 84,119
Health Management Assoc., Inc. * 4,500 144,000
Healthsource, Inc. * 2,300 78,488
Healthsouth Corp. * 2,020 74,993
Manor Care, Inc. 1,850 74,231
Mariner Health Group, Inc. * 5,300 90,100
Mid Atlantic Medical Services, Inc. * 1,550 30,225
Pacificare Health Systems, Inc., "A" * 3,150 255,150
St. Jude Medical, Inc. 3,650 133,225
United Healthcare Corp. 4,950 289,575
---------------
$ 1,254,106
- -------------------------------------------------------------------------------
Metals and Minerals -- 0.8%
J & L Specialty Steel 3,800 $ 68,875
- -------------------------------------------------------------------------------
Oils -- 0.3%
Belco Oil & Gas Corp. * 800 $ 23,100
- -------------------------------------------------------------------------------
Printing and Publishing -- 0.5%
Pulitzer Publishing Co. 800 $ 45,600
- -------------------------------------------------------------------------------
Railroad -- 1.7%
Wisconsin Central Transportation Corp. * 1,650 $ 139,425
- -------------------------------------------------------------------------------
<PAGE>
Portfolio of Investments (Unaudited) - April 30, 1996
Common Stocks - continued
- -------------------------------------------------------------------------------
Issuer Shares Value
- ------------------------------------------------------------------------------
Restaurants and Lodging -- 6.5%
Applebee's International, Inc. 4,500 $ 119,250
Buffets, Inc. * 3,800 52,725
HFS, Inc. * 4,650 238,894
Promus Hotel Corp. * 3,850 109,244
Renaissance Hotel * 1,300 24,700
---------------
$ 544,813
- -------------------------------------------------------------------------------
Special Products and Services -- 0.9%
Loewen Group ## 1,000 $ 30,109
Loewen Group, Inc. * 1,500 44,812
---------------
$ 74,921
- -------------------------------------------------------------------------------
Stores -- 5.7%
AutoZone, Inc. * 1,350 $ 49,275
General Nutrition Cos., Inc. * 5,300 103,350
Gymboree Corp. * 3,000 77,625
Micro Warehouse, Inc. * 2,000 86,000
Office Depot, Inc. * 7,300 163,338
---------------
$ 479,588
- -------------------------------------------------------------------------------
Telecommunications -- 9.0%
Bay Networks, Inc. * 1,502 $ 47,313
Cable Design Technologies, Inc. * 800 26,400
Cabletron Systems, Inc. * 1,350 101,757
Glenayre Technologies, Inc. * 2,300 106,950
Paging Network, Inc. * 3,000 70,500
Rogers Cantel Mobile Communications, Inc., "B" * 6,800 183,600
U.S. Robotics Corp. * 650 101,725
WorldCom, Inc. * 2,467 115,950
---------------
$ 754,195
- -------------------------------------------------------------------------------
Total Common Stocks (Identified Cost, $7,628,155) $ 7,982,067
- -------------------------------------------------------------------------------
Convertible Preferred Stock -- 0.0%
- -------------------------------------------------------------------------------
Printing and Publishing --
Times Mirror Co.,"B" (PERCS) 6 $ 161
- ------------------------------------------------------------------------------
Total Stocks (Identified Cost, $7,628,310) $ 7,982,228
- ------------------------------------------------------------------------------
Short-Term Obligations -- 60.8%
- -------------------------------------------------------------------------------
Principal Amount
(000 Omitted)
- -------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
due 5/01/96 $3,100 $ 3,100,000
Federal Home Loan Mortgage Corp.,
due 5/22/96 2,000 1,993,957
- -------------------------------------------------------------------------------
Total Short-Term Obligations, at Amortized Cost $ 5,093,957
- -------------------------------------------------------------------------------
Total Investments (Identified Cost, $12,722,267) $ 13,076,185
<PAGE>
Portfolio of Investments (Unaudited) - April 30, 1996
Other Assets, Less Liabilities -- (56.0)% $ (4,694,677)
- -------------------------------------------------------------------------------
Net Assets - 100% $ 8,381,508
- -------------------------------------------------------------------------------
* Non-income producing security.
## SEC Rule 144A security.
See notes to financial statements.
<PAGE>
Financial Statements
Statements of Assets and Liabilities (Unaudited)
- ------------------------------------------------------------------------------
International Mid- Cap
Equity Growth Equity
April 30, 1996 Fund Fund
- --------------------------------------------------------------------------------
Assets:
Investments, at value (identified cost, $2,274,329
and $12,722,267, respectively) $ 2,393,817 $ 13,076,185
Cash 5,916 7,931
Foreign currency, at value (identified cost, $679) 679 -
Receivable for investments sold 21,148 29,886
Dividends receivable 10,876 157
Deferred organization expenses 6,641 6,499
-------------- ------------
Total assets $ 2,439,077 $ 13,120,658
-------------- ------------
Liabilities:
Payable for investments purchased $ 7,722 $ 4,732,337
Payable to affiliates for management fee 190 314
Accrued expenses and other liabilities 8,128 6,499
-------------- -----------
Total liabilities $ 16,040 $ 4,739,150
-------------- -----------
Net assets $ 2,423,037 $ 8,381,508
============== ===========
Net assets consist of:
Paid-in capital $ 2,288,536 $ 7,963,442
Unrealized appreciation on investments
and translation of assets and liabilities
in foreign currencies 119,476 353,918
Accumulated undistributed net realized
gain on investments and foreign
currency transactions 2,697 66,370
Accumulated undistributed net investment
income (loss) 12,328 (2,222)
-------------- -------------
Total $ 2,423,037 $ 8,381,508
============== =============
Shares of beneficial interest outstanding 227,905 731,884
============== =============
Net asset value, redemption price and
offering price per share (net
assets / shares of beneficial
interest outstanding) $10.63 $11.45
============== ==============
See notes to financial statements
<PAGE>
Financial Statements - continued
Statements of Operations (Unaudited)
- -------------------------------------------------------------------------------
International Mid-Cap
Equity Growth Equity
Period Ended April 30, 1996* Fund Fund
- -------------------------------------------------------------------------------
Net investment income:
Income -
Interest $ 5,115 $ 4,148
Dividends 12,231 1,643
-------------- --------------
Total investment income $ 17,346 $ 5,791
-------------- --------------
Expenses -
Management fee $ 3,962 $ 6,410
Trustees' Compensation 1,250 2,500
Shareholder servicing agent fee 38 77
Registration fees 15,145 17,980
Auditing fees 6,195 5,196
Legal fees 1,282 410
Printing 833 5,564
Custodian fee 491 483
Amortization of organization expenses 344 474
Miscellaneous 103 135
-------------- -------------
Total expenses $ 29,643 $ 39,229
Fees paid indirectly (159) (211)
Preliminary reduction of expenses by investment
adviser (24,466) (31,005)
-------------- --------------
Net expenses $ 5,018 $ 8,013
-------------- --------------
Net investment income (loss) $ 12,328 $ (2,222)
-------------- --------------
Realized and unrealized gain (loss) on investments:
Realized gain (loss) (identified cost basis) -
Investment transactions $ 3,770 $ 66,370
Foreign currency transactions (1,073) -
-------------- --------------
Net realized gain on investments and
foreign currency transactions $ 2,697 $ 66,370
-------------- --------------
Change in unrealized appreciation on investments
and translation of assets and liabilities in
foreign currencies $ 119,476 $ 353,918
-------------- --------------
Net realized and unrealized gain on investments
and foreign currency $ 122,173 $ 420,288
-------------- --------------
Increase in net assets from operations $ 134,501 $ 418,066
============== ===============
* For the period from the commencement of investment operations, January
30, 1996 and and December 28, 1995, respectively, to April 30, 1996.
See notes to financial statements
<PAGE>
Financial Statements - continued
Statements of Changes in Net Assets (Unaudited)
- -------------------------------------------------------------------------------
International Mid-Cap
Equity Growth Equity
Period Ended April 30, 1996* Fund Fund
- -------------------------------------------------------------------------------
Increase in net assets:
From operations -
Net investment income (loss) $ 12,328 $ (2,222)
Net realized gain on investments and
foreign currency transactions 2,697 66,370
Net unrealized gain on investments and
foreign currency translation 119,476 353,918
------------- --------------
Increase in net assets from operations $ 134,501 $ 418,066
-------------- --------------
Fund share (principal) transactions -
Net proceeds from sale of shares $ 2,288,536 $ 7,963,442
-------------- --------------
Total increase in net assets $ 2,423,037 $ 8,381,508
Net assets:
At beginning of period -- --
-------------- --------------
At end of period (including accumulated
undistributed net investment income (loss)
of $12,328 and $(2,222), respectively) $ 2,423,037 $ 8,381,508
============== ==============
* For the period from the commencement of investment operations, January
30, 1996 and and December 28, 1995, respectively, to April 30, 1996.
See notes to financial statements
<PAGE>
Financial Statements - continued
Financial Highlights (Unaudited)
- -------------------------------------------------------------------------------
International Mid-Cap
Equity Growth Equity
Period Ended April 30, 1996* Fund Fund
- -------------------------------------------------------------------------------
Per share data (for a share outstanding
throughout the period):
Net asset value - beginning of period $ 10.00 $ 10.00
-------------- ---------------
Income from investment operations # -
Net investment income (loss)ss. $ 0.07 $ (0.01)
Net realized and unrealized gain
on investments and foreign
currency transactions 0.56 1.46
-------------- ---------------
Total from investment operations $ 0.63 $ 1.45
-------------- ---------------
Net asset value - end of period $ 10.63 $ 11.45
============== ===============
Total return 6.30%++ 14.50%++
Ratios (to average net assets)/Supplemental data:ss.
Expenses 0.95%++ 0.75%+
Net investment income (loss) 2.34%+ (0.21)%+
Portfolio turnover 5% 26%
Average Commission rate $ 0.0195 $ 0.0491
Net assets at end of period (000 omitted) $ 2,423 $ 8,382
* For the period from the commencement of investment operations, January
30, 1996 and and December 28, 1995, respectively, to April 30, 1996.
+ Annualized.
++ Not annualized.
# Per share data is based on average shares outstanding.
ss. The Adviser voluntarily agreed to maintain the expenses of the Funds
at not more than .95% and .75%, respectively, of each Fund's average
daily net assets. To the extent actual expenses were over these
limitations, the net investment loss per share and the ratios would have
been:
Net investment loss $ (0.07) $ (0.10)
Ratios (to average net assets):
Expenses 5.63%+ 3.68%+
Net investment loss (2.33)%+ (3.14)%+
See notes to financial statements
<PAGE>
Notes to Financial Statements - (Unaudited)
(1) Business and Organization
MFS Institutional International Equity Fund (the Fund) and MFS Institutional
Mid-Cap Growth Equity Fund (the Fund) are diversified series of MFS
Institutional Trust (the Trust). The Trust is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company
(2) Significant Accounting Policies
Investment Valuations - Equity securities listed on securities exchanges or
reported through the NASDAQ system are valued at last sale prices. Unlisted
equity securities or listed equity securities for which last sale prices are not
available are valued at last quoted bid prices. Short-term obligations, which
mature in 60 days or less, are valued at amortized cost, which approximates
market value.
Foreign Currency Translation - Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases and
sales of foreign investments and income and expenses are converted into U.S.
dollars based upon currency exchange rates prevailing on the respective dates of
such transactions. Gains and losses attributable to foreign currency exchange
rates on sales of securities are recorded for financial statement purposes as
net realized gains and losses on investments. Gains and losses attributable to
foreign exchange rate movements on income and expenses are recorded for
financial statement purposes as foreign currency transaction gains and losses.
That portion of both realized and unrealized gains and losses on investments
that results from fluctuations in foreign currency exchange rates is not
separately disclosed.
Deferred Organization Expenses - Costs incurred by each Fund in connection with
its organization have been deferred and are being amortized on a straight-line
basis over a five-year period beginning on the date of commencement of
operations of the Fund.
Investment Transactions and Income - Investment transactions are recorded on the
trade date. Interest income is recorded on the accrual basis. All premium and
original issue discount are amortized or accreted for both financial statement
and tax reporting purposes as required by federal income tax regulations.
Dividend income is recorded on the ex-dividend date for dividends received in
cash. Dividend and interest payments received in additional securities are
recorded on the ex-dividend or ex-interest date in an amount equal to the value
of the security on such date.
Fees Paid Indirectly - Each Fund's custodian bank calculates its fee based on
the Fund's average daily net assets. The fee is reduced according to a fee
arrangement, which provides for custody fees to be reduced based on a formula
developed to measure the value of cash deposited with the custodian by the Fund.
This amount is shown as a reduction of expenses on the Statement of Operations.
Tax Matters and Distributions - The Trust's policy is to comply with the
provisions of the Internal Revenue Code (the Code) applicable to regulated
investment companies and to distribute to shareholders all of its taxable
income, including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is provided. Each Fund files a tax
return annually using tax accounting methods required under provisions of the
Code which may differ from generally accepted accounting principles, the basis
on which these financial statements are prepared. Accordingly, the amount of net
investment income and net realized gain reported on these financial statements
may differ from that reported on the Fund's tax return and, consequently, the
character of distributions to shareholders reported in the financial highlights
may differ from that reported to shareholders on Form 1099-DIV. Foreign taxes
have been provided on interest and dividend income earned on foreign investments
in accordance with the applicable country's tax rates and, to the extent
unrecoverable, are recorded as a reduction of investment income. Distributions
to shareholders are recorded on the ex-dividend date.
<PAGE>
Notes to Financial Statements - (Unaudited) - continued
Each Fund distinguishes between distributions on a tax basis and a financial
reporting basis and requires that only distributions in excess of tax basis
earnings and profits are reported in the financial statements as a return of
capital. Differences in the recognition or classification of income between the
financial statements and tax earnings and profits which result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains.
(3) Transactions with Affiliates
Investment Adviser - The Funds have an investment advisory agreement with
Massachusetts Financial Services Company (MFS) to provide overall investment
advisory and administrative services, and general office facilities. The
management fee, computed daily and paid monthly at an effective annual rate of
0.75% of average daily net assets for MFS Institutional International Equity
Fund and 0.60% of average daily net assets for MFS Institutional Mid-Cap Growth
Equity Fund.
Under a temporary expense reimbursement agreement with MFS, MFS has voluntarily
agreed to pay all of the Fund's operating expenses, exclusive of management and
distribution fees. The Funds in turn will pay MFS an expense reimbursement fee
not greater than 0.20% of average daily net assets for MFS Institutional
International Equity Fund and 0.15% of average daily net assets for MFS
Institutional Mid-Cap Growth Equity Fund. To the extent that the expense
reimbursement fee exceeds the Fund's actual expenses, the excess will be applied
to amounts paid by MFS in prior years. At April 30, 1996, the aggregate
unreimbursed expenses owed to MFS by the Funds amounted to:
Mid-Cap
International Growth
Equity Equity
Fund Fund
----------------- ---------------
$24,466 $31,005
Each Fund pays no compensation directly to its Trustees who are officers of the
investment adviser, or to officers of each Fund, all of whom receive
remuneration for their services to each Fund from MFS. Certain of the officers
and Trustees of the Fund are officers or directors of MFS and MFS Service
Center, Inc. (MFSC).
Shareholder Servicing Agent - MFSC, a wholly owned subsidiary of MFS, earns a
fee for its services as shareholder servicing agent. The fee is calculated as a
percentage of the average daily net assets of each Fund at an effective annual
rate of 0.0075%.
(4) Portfolio Securities
Purchases and sales of investments, other than purchased option transactions and
short-term obligations, were as follows:
Mid-Cap
International Growth
Equity Equity
Fund Fund
- --------------------------------- ----------------- ----------------
Purchases
U.S. government
securities $ -- $ --
================= ================
Investments (non-U.S.
government securities) $ 2,248,727 $ 8,449,154
================= ================
Sales
U.S. government
securities $ -- $ --
================= ================
Investments (non-U.S.
government securities) $ 74,398 $ 887,213
================= ================
<PAGE>
Notes to Financial Statements - (Unaudited) - continued
The cost and unrealized appreciation or depreciation in value of the investments
owned by the Funds, as computed on a federal income tax basis, are as follows:
Mid-Cap
International Growth
Equity Equity
Fund Fund
- ---------------------------------
================= ================
Aggregate cost $ 2,274,329 $ 12,722,267
================= ================
Gross unrealized
appreciation $ 142,900 $ 448,047
Gross unrealized
depreciation (23,412) (94,129)
----------------- ----------------
Net unrealized
appreciation $ 119,488 $ 353,918
================= ================
5) Shares of Beneficial Interest
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:
International Mid-Cap
Period Ended Equity Growth Equity
April 30, Fund Fund
------------------------- -------------------
1996* Shares Amount Shares Amount
- ---------------------------------
========================= ===================
Shares sold 227,905 $2,288,536 731,884 $7,963,442
========================= ===================
* For the period from the commencement of investment operations, January 30,
1996 and December 28, 1995, respectively, to April 30, 1996.
(6) Line of Credit
The Trust entered into an agreement which enables each of the Funds to
participate with other funds managed by MFS in an unsecured line of credit with
a bank which permits borrowings up to $350 million, collectively. Borrowings may
be made to temporarily finance the repurchase of Fund shares. Interest is
charged to each fund, based on its borrowings, at a rate equal to the bank's
base rate. In addition, a commitment fee, based on the average daily unused
portion of the line of credit, is allocated among the participating funds at the
end of each quarter. The commitment fee allocated to International Equity Fund
and Mid-Cap Growth Equity Fund was $9 and $14, respectively.
(7) Restricted Securities
The Fund may invest not more than 15% of its net assets in securities which are
subject to legal or contractual restrictions on resale. At April 30, 1996, the
International Equity Fund and Mid-Cap Growth Equity Fund owned the following
restricted securities (consisting of 2.82% and 0.36% of net assets,
respectively) which may not be publicly sold without registration under the
Securities Act of 1933 (the 1933 Act). The International Equity Fund and Mid-Cap
Growth Equity Fund do not have the right to demand that such securities be
registered. The value of these securities is determined by valuations supplied
by a pricing service or brokers or, if not available, in good faith by or at the
direction of the Trustees. All of these securities may be offered and sold to
"qualified institutional buyers" under Rule 144A of the 1933 Act.
Date of
Description Acquisition Shares Cost Value
International Alsons Cement Corp. 2/23-4/29/96 34,000 $14,697 $15,958
Equity Fund Cosco Pacific Ltd. 2/13-4/09/96 34,000 27,173 23,957
Korea Mobile Tel. Corp. 2/23-4/29/96 500 23,500 28,500
=======
$68,415
=======
Mid-Cap Growth
Equity Fund
Loewen Group 3/13/96 1,000 $28,727 $30,109
=======
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements
MFS Institutional International Equity Fund
Included in Part A of this Registration Statement:
For the period from January 30, 1996, commencement of
operations, to April 30, 1996:
Financial Highlights
Included in Part B of this Registration Statement:
At April 30, 1996:
Portfolio of Investments
Statement of Assets and Liabilities
For the period from January 30, 1996, commencement of
operations, to April 30, 1996:
Statement of Operations
Statement of Changes in Net Assets
MFS Institutional Mid-Cap Growth Equity Fund
Included in Part A of this Registration Statement:
For the period from December 28, 1995, commencement of
operations, to April 30, 1996:
Financial Highlights
Included in Part B of this Registration Statement:
At April 30, 1996:
Portfolio of Investments
Statement of Assets and Liabilities
For the period from December 28, 1995, commencement
of operations, to April 30, 1996:
Statement of Operations
Statement of Changes in Net Assets
(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)
<PAGE>
(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)
(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. (8)
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)
<PAGE>
(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)
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.
<PAGE>
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 Financial Data Schedules for MFS
Institutional International Equity Fund
and MFS Institutional Mid-Cap Growth Equity
Fund; filed herewith.
18 Not Applicable.
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. 9 filed with
the SEC via EDGAR on October 27, 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 to the
Registrant's Registration Statement on Form N-1A filed with the SEC via
EDGAR on February 8, 1996.
(8) Incorporated by reference to Post-Effective Amendment No. 11 to the
Registrant's Registration Statement on Form N-1A filed with the SEC via
EDGAR on April 26, 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 May 31, 1996)
<PAGE>
MFS Institutional Worldwide Fixed Income Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 16
(without par value) (as of May 31, 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 May 31, 1996)
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 May 31, 1996)
MFS Institutional Research Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 4
(without par value) (as of May 31, 1996)
MFS Institutional Mid-Cap Growth Equity Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 5
(without par value) (as of May 31, 1996)
<PAGE>
MFS Institutional International Equity Fund
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest 5
(without par value) (as of May 31, 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.
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 16 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 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 Virginia 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.
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.
<PAGE>
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, MFS International Funds - U.S. Dollar Reserve 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.).
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.
<PAGE>
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.
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
<PAGE>
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 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.
<PAGE>
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 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, Richard W. S. Baker and William F. Waters 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, Jeffrey L.
Shames and William F. Waters are Directors,
<PAGE>
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 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. and Bruce C. Avery are Directors, Arnold D.
Scott is the Chairman and a Director, 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
and Martin E. Beaulieu are Senior Vice Presidents.
In addition, the following persons, Directors or officers of MFS, have
the affiliations
<PAGE>
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)
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.
<PAGE>
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 Core Plus Fixed Income Fund and MFS Institutional Research 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 or
within four to six months of the commencement of investment operations of each
Fund.
(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 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 certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and 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 26th day of June 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 June 26, 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
17 Financial Data Schedules for MFS Institutional
International Equity Fund and MFS Institutional
Mid-Cap Growth Equity Fund.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 07
<NAME> MFS INSTITUTIONAL INTERNATIONAL EQUITY FUND
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> FEB-01-1996
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 2274329
<INVESTMENTS-AT-VALUE> 2393817
<RECEIVABLES> 32024
<ASSETS-OTHER> 13236
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2439077
<PAYABLE-FOR-SECURITIES> 7722
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8318
<TOTAL-LIABILITIES> 16040
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2288536
<SHARES-COMMON-STOCK> 227905
<SHARES-COMMON-PRIOR> 1
<ACCUMULATED-NII-CURRENT> 12328
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2697
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 119476
<NET-ASSETS> 2423037
<DIVIDEND-INCOME> 12231
<INTEREST-INCOME> 5115
<OTHER-INCOME> 0
<EXPENSES-NET> 5018
<NET-INVESTMENT-INCOME> 12328
<REALIZED-GAINS-CURRENT> 2697
<APPREC-INCREASE-CURRENT> 119476
<NET-CHANGE-FROM-OPS> 134501
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 227905
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2423037
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3962
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 29643
<AVERAGE-NET-ASSETS> 2126154
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.07
<PER-SHARE-GAIN-APPREC> 0.56
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.63
<EXPENSE-RATIO> 0.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 06
<NAME> MFS INSTITUTIONAL MID-CAP GROWTH EQUITY
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> DEC-28-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 12722267
<INVESTMENTS-AT-VALUE> 13076185
<RECEIVABLES> 30043
<ASSETS-OTHER> 14430
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 13120658
<PAYABLE-FOR-SECURITIES> 4732337
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6813
<TOTAL-LIABILITIES> 4739150
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7963442
<SHARES-COMMON-STOCK> 731884
<SHARES-COMMON-PRIOR> 296334
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (2222)
<ACCUMULATED-NET-GAINS> 66370
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 353918
<NET-ASSETS> 8381508
<DIVIDEND-INCOME> 1643
<INTEREST-INCOME> 4148
<OTHER-INCOME> 0
<EXPENSES-NET> (8013)
<NET-INVESTMENT-INCOME> (2222)
<REALIZED-GAINS-CURRENT> 66370
<APPREC-INCREASE-CURRENT> 353918
<NET-CHANGE-FROM-OPS> 418066
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 731884
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 8381508
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 183
<OVERDISTRIB-NII-PRIOR> 2862
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6410
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 39229
<AVERAGE-NET-ASSETS> 3088303
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 1.46
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.45
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
