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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer: MFS Institutional Trust
500 Boylston Street
Boston, MA 02116
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2. Name of each series or class of funds for which this notice is filed:
SERIES CLASS(ES) OF SHARES
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MFS Institutional Worldwide Fixed Income Fund The Trust has only
MFS Institutional Emerging Equities Fund one class of shares,
MFS Institutional Emerging Markets Income Fund entitled shares of
MFS Institutional Research Fund Beneficial Interest
MFS Institutional Mid-Cap Growth Equity Fund (without par value).
MFS Institutional International Equity Fund
MFS Institutional Core Plus Fixed Income Fund
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3. Investment Company Act File Number: 811-6174
Securities Act File Number: 33-37615
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4. Last day of fiscal year for which this notice is filed: June 30, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not Applicable
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
12,078,212 shares were sold for an aggregate sale price of $177,637,789.
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
12,078,212 shares were sold for an aggregate sale price of $177,637,789.
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
As permitted by instruction B.7, DRIP shares are included in the securities
reported in Item 9.
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold $177,637,789
during the fiscal year in reliance on ______________
rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in + (included in (i))
connection with dividend reinvestment ______________
plans (from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or -$39,613,631
repurchased during the fiscal year ______________
(if applicable):
(iv) Aggregate price of shares redeemed or + 0
repurchased and previously applied as a ______________
reduction to filing fees pursuant to rule
24e-2 (if applicable):
(v) Net aggregate price of securities sold and $138,024,158
issued during the fiscal year in ______________
reliance of rule 24f-2 [line (i),
plus line (ii), less line (iii),
plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the X 1/29 of 1%
Securities Act of 1933 or other applicable law ______________
or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $47,594.54
line (vi)]: ==============
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3(a)).
/ X /
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: August 26, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: (Signature and Title)* /s/ JAMES R. BORDEWICK, JR., ASSISTANT SECRETARY
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James R. Bordewick, Jr., Assistant Secretary
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Date: August 27, 1996
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*Please print the name and title of the signing officer below the signature.
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August 26, 1996
MFS Institutional Trust
500 Boylston Street
Boston, MA 02116
Re: Rule 24f-2 Notice
Gentlemen:
I am Vice President and Associate General Counsel of Massachusetts
Financial Services Company, which serves as investment adviser to MFS
Institutional Trust (the "Trust") and the Assistant Secretary of the Trust. I
am admitted to practice law in The Commonwealth of Massachusetts. The Trust
was created under a written Declaration of Trust dated September 13, 1990, as
amended, executed and delivered in Boston, Massachusetts (the "Declaration of
Trust"). The beneficial interest thereunder is represented by transferable
shares without par value. The Trustees have the powers set forth in the
Declaration of Trust, subject to the terms, provisions and conditions therein
provided.
I am of the opinion that the legal requirements have been complied with
in the creation of the Trust, and that said Declaration of Trust is legal and
valid.
Under Article III, Section 3.4 and Article VI, Section 6.4 of the
Declaration of Trust, the Trustees are empowered, in their discretion, from
time to time to issue shares of the Trust for such amount and type of
consideration, at such time or times and on such terms as the Trustees may
deem best. Under Article VI, Section 6.1, it is provided that the number of
shares of beneficial interest authorized to be issued under the Declaration of
Trust is unlimited.
By vote adopted on September 13, 1990, the Trustees of the Trust
determined to sell to the public the authorized but unissued shares of
beneficial interest of the Trust for cash at a price which will net the Trust
(before taxes) not less than the net asset value thereof, as defined in the
Trust's By-Laws, determined next after the sale is made or at some later time
after such sale.
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Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Trust has registered an indefinite number of shares of beneficial interest
under the Securities Act of 1933.
The Trust is about to file a notice pursuant to Rule 24f-2 making
definite the registration of 12,078,212 shares of beneficial interest of the
Trust (the "Shares") sold in reliance upon said Rule 24f-2 during the fiscal
year ending June 30, 1996.
I have examined a certificate of the Treasurer of the Trust to the
effect that the Trust received the cash consideration for each of the Shares
in accordance with the terms of the September 13, 1990 vote of the Trustees
described above.
I am of the opinion that all necessary Trust action precedent to the
issue of all the authorized but unissued shares of beneficial interest of the
Trust, including the Shares, has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and non-assessable, except as
described below. I express no opinion as to compliance with the Securities Act
of 1933, the Investment Company Act of 1940 or applicable state "Blue Sky" or
securities laws in connection with the sale of the Shares.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given
in each agreement, obligation, or instrument entered into or executed by the
Trust or the Trustees. The Declaration of Trust provides for indemnification
out of the Trust property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations.
I consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above.
Very truly yours,
JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
JRB/bjn
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August 27, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for MFS Institutional Trust
(File Nos.: 811-6174, 33-37615)
Ladies and Gentlemen:
Enclosed on behalf of the Trust for filing pursuant to Rule 24f-2(b)(1)
under the Investment Company Act of 1940 are the following:
1. One copy of the Trust's Rule 24f-2 Notice with respect to its
fiscal year ended June 30, 1996.
2. One copy of an opinion of counsel as required by Rule 24f-2(b)(1).
3. In accordance with subsection (c) of Rule 24f-2, the
registration fee of $47,594.54 has been remitted by wire transfer
to the U.S. Treasury designated lockbox depository at the Mellon
Bank in Pittsburgh, Pennsylvania (wire reference #0826009484).
Please contact me collect at 617-954-5827 should you have any questions
concerning this Notice.
Very truly yours,
MARK D. KAPLAN
Mark D. Kaplan
Regulatory Affairs Manager
Enclosures
