MFS INSTITUTIONAL TRUST, 485BPOS, 1996-02-08

MFS INSTITUTIONAL TRUST
485BPOS, 1996-02-08

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<PAGE>

As filed with the Securities and Exchange Commission on February 8, 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. 10
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 14

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 February 8, 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>

MFS INSTITUTIONAL EMERGING MARKETS FIXED INCOME FUND
A SERIES OF
MFS INSTITUTIONAL TRUST
(THE "EMERGING MARKETS FUND")

SUPPLEMENT TO THE DECEMBER 1, 1995 PROSPECTUS

The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information dated December 1, 1995 and
contains financial information and other changes with respect to the Emerging
Markets Fund.

ANNUAL OPERATING EXPENSES (AS PERCENTAGE OF AVERAGE NET ASSETS):*

Management Fees.......................................................0.85%
Other Expenses (after expense reduction)** ...........................0.40%
Total Operating Expenses (after expense reduction)**..................1.25%

* Based on estimates of expenses for the fiscal year ending June 30, 1996.
** The Adviser has agreed to bear until December 31, 2005, subject to
reimbursement as described under "Information Concerning Shares of the Funds
- Expenses," expenses of the Fund such that Total Operating Expenses do not
exceed, on an annualized basis, 1.25% of its average daily net assets during
the current fiscal year and each fiscal year thereafter through December 31,
2005. Absent such arrangement, estimated Other Expenses and Total Operating
Expenses for the Fund for the current fiscal year would be 2.70% and 3.55%,
respectively, per annum of the Fund's average daily net assets.

<PAGE>

CONDENSED FINANCIAL INFORMATION

The following information should be read in conjunction with the financial
statements included in the February 8, 1996 Supplement to the Statement of
Additional Information (which have not been audited).

FINANCIAL HIGHLIGHTS
EMERGING MARKETS FUND
PERIOD ENDED DECEMBER 31, 1995*

PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD):

Net asset value - beginning of period...........................$10.00
------
Income from investment operations# -
Net investment income**......................................$ 0.39
Net realized and unrealized gain on investments ............. 0.08
------
Total from investment operations ..........................$ 0.47
Less distributions declared to shareholders from
net investment income ....................................... (0.38)
------
Net asset value - end of period ................................$10.09
------

Total return.................................................... 4.73%++
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA**:
Expenses..................................................... 1.25%+
Net Investment Income........................................10.15%+
PORTFOLIO TURNOVER................................................ 50%
NET ASSETS AT END OF PERIOD (000 OMITTED).......................$2,094

* For the period from the commencement of investment operations, August 7,
1995, to December 31, 1995.
+ Annualized.
++ Not Annualized.
# Per share data is based on average shares outstanding.
** The Adviser voluntarily agreed to maintain the expenses of the Fund at not
more than 1.25% of average daily net assets. Absent such arrangement, the
net investment income per share and the ratios would have been:
Net investment income .........................................$ 0.30
Expenses.......................................................3.55%+
Net investment income..........................................7.85%+

THE DATE OF THIS SUPPLEMENT IS FEBRUARY 8, 1996.

<PAGE>

The Prospectus dated December 1, 1995 of MFS Institutional Trust is incorporated
in this Post-Effective Amendment No. 10 by reference to the Prospectus of MFS
Institutional Trust filed by the Registrant pursuant to Rule 497 under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
on December 4, 1995.

<PAGE>

MFS INSTITUTIONAL EMERGING MARKETS FIXED INCOME FUND
A SERIES OF
MFS INSTITUTIONAL TRUST
(THE "EMERGING MARKETS FUND")

SUPPLEMENT TO THE DECEMBER 1, 1995 STATEMENT OF ADDITIONAL INFORMATION

MANAGEMENT OF THE TRUST

As of January 10, 1996, certain benefit and pension plans of Massachusetts
Financial Services Company ("MFS") were the record owners of 100% of the
outstanding shares of the Emerging Markets Fund.

DETERMINATION OF NET ASSET VALUE; PERFORMANCE INFORMATION

The aggregate total rate of return for the Emerging Markets Fund for the period
from August 7, 1995 (commencement of investment operations) to December 31, 1995
was 4.73%, unannualized. The results would have been lower had MFS not borne
certain expenses of the Fund.

FINANCIAL STATEMENTS

The Emerging Markets Fund's Financial Statements, consisting of the Portfolio of
Investments at December 31, 1995, the Statement of Assets and Liabilities at
December 31, 1995, the Statement of Operations for the period from the
commencement of investment operations on August 7, 1995 to December 31, 1995,
the Statement of Changes in Net Assets for the period from the commencement of
investment operations on August 7, 1995 to December 31, 1995, and the Notes to
the Financial Statements are attached to and form a part of this supplement.

THE DATE OF THIS SUPPLEMENT IS FEBRUARY 8, 1996.

<PAGE>

PORTFOLIO OF INVESTMENTS - December 31, 1995 (Unaudited)
Bonds - 48.4%
- -----------------------------------------------------------------------------
Principal Amount
Issuer (000 Omitted) Value
- -----------------------------------------------------------------------------
Foreign U.S. Dollar Denominated
Argentina - 6.8%
Republic of Argentina, 5.0s, 2023 $ 250 $ 142,813
- -----------------------------------------------------------------------------
Brazil - 13.7%
Federal Republic of Brazil, 6.813s, 2024 $ 250 $ 153,750
Federal Republic of Brazil, 4.75s, 2024 250 132,500
----------
$ 286,250
- -----------------------------------------------------------------------------
Bulgaria - 6.3%
National Republic of Bulgaria, "A", 6.75s, 2024 $ 250 $ 132,813
- -----------------------------------------------------------------------------
Mexico - 17.3%
United States of Mexico, "A", 6.765s, 2019 $ 250 $ 180,625
United States of Mexico, "D", 6.5468s, 2019 250 180,625
----------
$ 361,250
- -----------------------------------------------------------------------------
Ecuador - 4.3%
Republic of Ecuador, 3.0s, 2025 $ 250 $ 90,312
- -----------------------------------------------------------------------------
Total Bonds (Identified Cost, $984,402) $1,013,438
- -----------------------------------------------------------------------------

Warrant - 0.0%
- -----------------------------------------------------------------------------
Shares
- -----------------------------------------------------------------------------
Foreign Stock - 0.0%
Mexico VRR Discount (Identified cost, $0) 768,000 $ --
- -----------------------------------------------------------------------------

Short-Term Obligations - 50.6%
- -----------------------------------------------------------------------------
Principal Amount
(000 Omitted)
- -----------------------------------------------------------------------------
U.S. Dollar Denominated - 46.1%
Federal Home Loan Mortgage Corp., due 1/02/96 $ 965 $ 964,846
- -----------------------------------------------------------------------------
Foreign Denominated - 4.5%
Mexican Peso
Mexico Cetes, due 2/15/96 MXP 7,700 $ 93,999
- -----------------------------------------------------------------------------
Total Short-Term Obligations (Identified Cost, $1,059,650) $1,058,845
- -----------------------------------------------------------------------------
Total Investments (Identified Cost, $2,044,052) $2,072,283
Other Assets, Less Liabilities - 1.0% 21,582
- -----------------------------------------------------------------------------
Net Assets - 100.0% $2,093,865
- -----------------------------------------------------------------------------

Abbreviations have been used throughout this report to indicate amounts shown
in currencies other than the U.S. dollar. A list of abbreviations is shown
below.

CZK = Czech Republic Korunas IDR = Indonesian Rupiahs
DEM = Deutsche Marks MXP = Mexican Peso
HKD = Hong Kong Dollars THB = Thailand Baht

See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
- ------------------------------------------------------------------------------
December 31, 1995 (Unaudited)
- ------------------------------------------------------------------------------
Assets:
Investments, at value (identified cost, $2,044,052) $2,072,283
Cash 2,306
Net receivable for forward foreign currency exchange
contracts purchased 760
Interest receivable 19,941
Deferred organization expense 18,830
----------
Total assets $2,114,120
----------
Liabilities:
Net payable for forward foreign currency exchange contracts
sold $ 688
Net payable for forward foreign currency exchange contracts 511
Payable to affiliate for management fee 147
Accrued expenses and other liabilities 18,909
----------
Total liabilities $ 20,255
----------
Net assets $2,093,865
==========
Net assets consist of:
Paid-in capital $2,076,104
Unrealized appreciation on investments and translation of
assets and liabilities in foreign currencies 27,792
Accumulated undistributed net realized loss on investments
and foreign currency transactions (13,371)
Accumulated undistributed net investment income 3,340
----------
Total $2,093,865
==========
Shares of beneficial interest outstanding 207,603
==========
Net asset value and redemption price per share
(net assets of $2,093,865 / 207,603 shares of beneficial
interest outstanding) $10.09
======
See notes to financial statements
<PAGE>

FINANCIAL STATEMENTS - continued
Statement of Operations
- ------------------------------------------------------------------------------
Period Ended December 31, 1995* (Unaudited)
- ------------------------------------------------------------------------------
Net investment income:
Interest income $ 89,155
--------
Expenses -
Management fee $ 6,665
Shareholder servicing agent fee 58
Custodian fee 533
Printing 9,000
Auditing fees 7,800
Legal fees 1,191
Amortization of organization expenses 1,588
Miscellaneous 955
--------
Total expenses $ 27,790
Preliminary refund of expenses by investment adviser (17,979)
--------
Net expenses $ 9,811
--------
Net investment income $ 79,344
--------
Realized and unrealized loss on investments:
Realized loss (identified cost basis) -
Investment transactions $(11,283)
Foreign currency transactions (2,088)
--------
Net realized loss on investments $(13,371)
--------
Change in unrealized appreciation (depreciation) -
Investments $ 28,231
Translation of assets and liabilities in foreign currencies (439)
--------
Net unrealized gain on investments $ 27,792
--------
Net realized and unrealized gain on investments and
foreign currency $ 14,421
--------
Increase in net assets from operations $ 93,765
========
*For the period from the commencement of investment operations, August 7,
1995.

See notes to financial statements
<PAGE>

FINANCIAL STATEMENTS - continued
Statement of Changes in Net Assets
- ------------------------------------------------------------------------------
Period Ended December 31, 1995* (Unaudited)
- ------------------------------------------------------------------------------
Increase (decrease) in net assets:
From operations -
Net investment income $ 79,344
Net realized loss on investments and foreign currency
transactions (13,371)
Net unrealized gain on investments and foreign currency 27,792
----------
Increase in net assets from operations $ 93,765
----------
Distributions declared to shareholders from net investment
income $ (76,004)
----------
Fund share (principal) transactions -
Net proceeds from sale of shares $2,000,000
Net asset value of shares issued to shareholders in
reinvestment of distributions 76,004
----------
Increase in net assets from Fund share transactions $2,076,004
----------
Total increase in net assets $2,093,765
Net assets:
At beginning of period 100
----------
At end of period (including accumulated undistributed net
investment income of $3,340) $2,093,865
==========
*For the period from the commencement of investment operations, August 7, 1995.

See notes to financial statements
<PAGE>

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

(1) Business and Organization
MFS Institutional Emerging Markets Fixed Income Fund (the Fund) is a non-
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 - Debt securities (other than short-term obligations which
mature in 60 days or less), including listed issues and forward contracts, are
valued on the basis of valuations furnished by dealers or by a pricing service
with consideration to factors such as institutional-size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics and other market data, without exclusive reliance upon
exchange or over-the-counter prices. Short-term obligations, which mature in 60
days or less, are valued at amortized cost, which approximates market value.
Non-U.S. dollar denominated short-term obligations are valued at amortized cost
as calculated in the base currency and translated into U.S. dollars at the
closing daily exchange rate. Futures contracts, options and options on futures
contracts listed on commodities exchanges are valued at closing settlement
prices. Over-the-counter options are valued by brokers through the use of a
pricing model which takes into account closing bond valuations, implied
volatility and short-term repurchase rates. Securities for which there are no
such quotations or valuations are valued at fair value as in good faith by or
determined at the direction of the Trustees.

Repurchase Agreements - The Fund may enter into repurchase agreements with
institutions that the Fund's investment adviser has determined are
creditworthy. Each repurchase agreement is recorded at cost. The Fund requires
that the securities purchased in a repurchase transaction be transferred to
the custodian in a manner sufficient to enable the Fund to obtain those
securities in the event of a default under the repurchase agreement. The Fund
monitors, on a daily basis, the value of the securities transferred to ensure
that the value, including accrued interest, of the securities under each
repurchase agreement is greater than amounts owed to the Fund under each such
repurchase agreement.

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 the 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.

Forward Foreign Currency Exchange Contracts - The Fund may enter into forward
foreign currency exchange contracts for the purchase or sale of a specific
foreign currency at a fixed price on a future date. Risks may arise upon
entering these contracts from the potential inability of counterparties to
meet the terms of their contracts and from unanticipated movements in the
value of a foreign currency relative to the U.S. dollar. The Fund will enter
into forward contracts for hedging purposes as well as for non-hedging
purposes. For hedging purposes, the Fund may enter into contracts to deliver
or receive foreign currency it will receive from or require for its normal
investment activities. It may also use contracts in a manner intended to
protect foreign currency-denominated securities from declines in value due to
unfavorable exchange rate movements. For non-hedging purposes, the Fund may
enter into contracts with the intent of changing the relative exposure of the
Fund's portfolio of securities to different currencies to take advantage of
anticipated changes. The forward foreign currency exchange contracts are
adjusted by the daily exchange rate of the underlying currency and any gains
or losses are recorded for financial statement purposes as unrealized until
the contract settlement date.

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.

Tax Matters and Distributions - The Fund'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. The 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.

The 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 Fund has 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 is computed daily and paid monthly at an effective annual rate of
0.85% of average daily net assets.

Under a temporary expense reimbursement agreement with MFS, MFS has voluntarily
agreed to pay all of the Fund's operating expenses, exclusive of management
fees. The Fund in turn will pay MFS an expense reimbursement fee not greater
than 0.40% of average daily net assets. 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 December 31, 1995, the aggregate
unreimbursed expenses owed to MFS by the Fund amounted to $17,979, incurred in
the current period.

The Fund pays no compensation directly to its Trustees who are officers of the
investment adviser, or to officers of the Fund, all of whom receive
remuneration for their services to the 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 the 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, aggregated $1,322,313 and $362,875, respectively.

The cost and unrealized appreciation or depreciation in value of the
investments owned by the Fund, as computed on a federal income tax basis, are
as follows:

Aggregate cost $2,044,052
==========
Gross unrealized appreciation $ 30,380
Gross unrealized depreciation (2,149)
-----------
Net unrealized appreciation $ 28,231
==========

(5) Shares of Beneficial Interest
The Fund's 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:

Shares Amount
- --------------------------------------------------------------------------------
Shares sold 200,000 $2,000,000
Shares issued to shareholders in reinvestment
of distributions 7,593 76,004
------- ----------
Net increase 207,593 $2,076,004
======= ==========

(6) Financial Instruments
The Fund trades financial instruments with off-balance sheet risk in the
normal course of its investing activities in order to manage exposure to
market risks such as interest rates and foreign currency exchange rates. These
financial instruments include forward foreign currency exchange contracts. The
notional or contractual amounts of these instruments represent the investment
the Fund has in particular classes of financial instruments and does not
necessarily represent the amounts potentially subject to risk. The measurement
of the risks associated with these instruments is meaningful only when all
related and offsetting transactions are considered. A summary of obligations
under these financial instruments at December 31, 1995, is as follows:

Forward Foreign Currency Exchange Contracts

<TABLE>
<CAPTION>
Net Unrealized
Contracts to Contracts Appreciation
Settlement Date Deliver/Receive at Value In Exchange For (Depreciation)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales 01/17/96 - 03/11/96 DEM 357,049 $249,052 $248,570 $ (482)
12/03/96 HKD 1,547,100 199,446 199,240 (206)
----------- -------- -------- -------
1,904,149 $448,498 $447,810 $ (688)
=========== ======== ======== =======
Purchases 02/15/96 CZK 5,370,500 $200,427 $202,592 $(2,165)
02/26/96 IDR 468,100,000 202,219 200,000 2,219
02/22/96 - 02/26/96 THB 5,067,500 200,037 199,331 706
----------- -------- -------- -------
478,538,000 $602,683 $601,923 $ 760
=========== ======== ======== =======
</TABLE>

Forward foreign currency purchases and sales under master netting arrangements
and closed forward foreign currency exchange contracts excluded above amounted
to a net payable of $511 at December 31, 1995.

At December 31, 1995, the Fund had sufficient cash and/or securities to cover
any commitments under these contracts.

<PAGE>

The Statement of Additional Information dated December 1, 1995 of MFS
Institutional Trust is incorporated in this Post-Effective Amendment No. 10 by
reference to the Statement of Additional Information of MFS Institutional Trust
filed by the Registrant pursuant to Rule 497 under the Securities Act of 1933,
as amended, with the Securities and Exchange Commission on December 4, 1995.

<PAGE>
PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

MFS INSTITUTIONAL EMERGING MARKETS FIXED 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*

(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)

(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; filed herewith.

(g) Amendment to Declaration of Trust - Redesignation of
Series, dated November 28, 1995; 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;
filed herewith.

(e) Investment Advisory Agreement between the Registrant, on
behalf of MFS Institutional Research Fund, and
Massachusetts Financial Services Company, as adviser;
filed herewith.

(f) Investment Advisory Agreement between the Registrant, on
behalf of MFS Institutional Mid-Cap Growth Equity Fund,
and Massachusetts Financial Services Company, as adviser;
filed herewith.

(g) Investment Advisory Agreement between the Registrant, on
behalf of MFS Institutional International Equity Fund,
and Massachusetts Financial Services Company, as adviser;
filed herewith.

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;
filed herewith.

9 (a) Amended and Restated Shareholder Servicing Agent
Agreement between Registrant and MFS Service Center, Inc.
as Shareholder Servicing Agent dated November 30, 1995;
filed herewith.

(b) Exchange Privilege Agreement between the MFS
Institutional Trust, on behalf of each of its series, and
MFS Fund Distributors, Inc; filed herewith.

(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 Financial Data Schedules for MFS Institutional Emerging
Markets Fixed Income Fund; filed herewith.

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.

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 28
(without par value) (as of December 31, 1995)

MFS INSTITUTIONAL WORLDWIDE FIXED INCOME FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of Beneficial Interest 12
(without par value) (as of December 31, 1995)

MFS INSTITUTIONAL EMERGING MARKETS FIXED INCOME FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of Beneficial Interest 1
(without par value) (as of December 31, 1995)

MFS INSTITUTIONAL CORE PLUS FIXED INCOME FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of Beneficial Interest 0
(without par value) (as of December 31, 1995)

MFS INSTITUTIONAL RESEARCH FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of Beneficial Interest 0
(without par value) (as of December 31, 1995)

MFS INSTITUTIONAL MID-CAP GROWTH EQUITY FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of Beneficial Interest 1
(without par value) (as of December 31, 1995)

MFS INSTITUTIONAL INTERNATIONAL EQUITY FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of Beneficial Interest 0
(without par value) (as of December 31, 1995)

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 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.

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 and MFS Meridian U.S. Equity 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.

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, James E. Russell is a Senior
Vice President and the Treasurer, Stephen E. Cavan is a Senior Vice President,
General Counsel and an Assistant Secretary, Joseph W. Dello Russo is a Senior
Vice President and Chief Financial Officer, Robert T. Burns is a Vice President
and an Assistant Secretary of MFS, and Mary Kay Doherty 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 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.

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 James E. Russell 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, Joseph W. Dello
Russo 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
James E. Russell 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, James E. Russell 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, James E. Russell 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, James E. Russell 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, James E. Russell 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)

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.

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 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 8th day of February 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 February 8, 1996.

SIGNATURE TITLE
--------- -----
Chairman, President (Principal
A. KEITH BRODKIN* Executive Officer) and Trustee
- ---------------------------
A. Keith Brodkin

Treasurer (Principal Financial Officer
W. THOMAS LONDON* and Principal Accounting Officer)
- ---------------------------
W. Thomas London

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 PAGE NO.
- ----------- ---------------------- --------
1 (f) Amendment to Declaration of Trust - Series
Redesignation, dated October 31, 1995.

(g) Amendment to Declaration of Trust - Series
Redesignation, dated November 28, 1995.

5 (d) Investment Advisory Agreement between the Registrant,
on behalf of MFS Institutional Core Plus Fixed
Income Fund, and Massachusetts Financial Services
Company, as adviser.

(e) Investment Advisory Agreement between the Registrant,
on behalf of MFS Institutional Research Fund, and
Massachusetts Financial Services Company, as
adviser.

(f) Investment Advisory Agreement between the Registrant,
on behalf of MFS Institutional Mid-Cap Growth Fund,
and Massachusetts Financial Services Company, as
adviser.

(g) Investment Advisory Agreement between the Registrant,
on behalf of MFS Institutional International Equity
Fund, and Massachusetts Financial Services Company,
as adviser.

8 (b) Amendment to Custodian Contract dated November 30, 1995.

9 (a) Amended and Restated Shareholder Servicing Agent
Agreement between Registrant and MFS Service
Center, Inc. as Shareholder Servicing Agent dated
November 30, 1995.

(b) Exchange Privilege Agreement between the MFS
Institutional Trust, on behalf of each of its
series, and MFS Fund Distributors, Inc.

17 Financial Data Schedules for MFS Institutional
Emerging Markets Fixed Income Fund.

EXHIBIT NO. 99.1(f)

MFS INSTITUTIONAL TRUST

CERTIFICATE OF AMENDMENT
TO THE DECLARATION OF TRUST

REDESIGNATION OF SERIES

Pursuant to Section 6.9 and 9.3 of the Declaration of Trust dated
September 13, 1990, as amended (the "Declaration of Trust"), of MFS
Institutional Trust (the "Trust"), the Trustees of the Trust hereby redesignate
three existing series of Shares (as defined in the Declaration of Trust) as
follows:

1. The series designated as MFS Emerging Equities Fund shall be
redesignated as MFS Institutional Emerging Equities Fund;

2. The series designated as MFS Worldwide Fixed Income Fund shall be
redesignated as MFS Institutional Worldwide Fixed Income Fund;
and

3. The series designated as MFS Emerging Markets Fixed Income Fund
shall be redesignated as MFS Institutional Emerging Markets Fixed
Income Fund.

Pursuant to Section 6.9(h) and 9.3 of the Declaration of Trust, 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 certificate of amendment to the Declaration of Trust, in one or
more counterparts, all constituting a single instrument, as an instrument under
seal in The Commonwealth of Massachusetts, as of this 31st day of October, 1995.

A. KEITH BRODKIN
----------------------------------
A. Keith Brodkin, Trustee

NELSON J. DARLING, JR.
----------------------------------
Nelson J. Darling, Jr., Trustee

WILLIAM R. GUTOW
----------------------------------
William R. Gutow, Trustee

EXHIBIT NO. 99.1(g)

MFS INSTITUTIONAL TRUST

CERTIFICATE OF AMENDMENT
TO THE DECLARATION OF TRUST

REDESIGNATION OF SERIES

Pursuant to Section 6.9 and 9.3 of the Declaration of Trust dated
September 13, 1990, as amended (the "Declaration of Trust"), of MFS
Institutional Trust (the "Trust"), the Trustees of the Trust hereby redesignate
an existing series of Shares (as defined in the Declaration of Trust) as
follows:

1. The series designated as MFS Institutional Broad Market Fixed
Income Fund shall be redesignated as MFS Institutional Core Plus
Fixed Income Fund.

2. The series designated as MFS Institutional Mid-Cap Growth Fund
shall be redesignated as MFS Institutional Mid-Cap Growth Equity
Fund.

Pursuant to Section 6.9(h) and 9.3 of the Declaration of Trust, this
redesignation of series of Shares shall be effective upon the execution of a
majority of the Trustees of the Trust.

A. KEITH BRODKIN
--------------------------------------
A. Keith Brodkin, Trustee

NELSON J. DARLING, JR.
--------------------------------------
Nelson J. Darling, Jr., Trustee

WILLIAM R. GUTOW
--------------------------------------
William R. Gutow, Trustee

EXHIBIT NO. 99.5(d)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 30th day of November, 1995, by and
between MFS INSTITUTIONAL TRUST, a Massachusetts business trust (the "Trust"),
on behalf of MFS INSTITUTIONAL CORE PLUS FIXED INCOME FUND, a series of the
Trust (the "Fund"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware
corporation (the "Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the Fund on the
terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:

ARTICLE 1. Duties of the Adviser. The Adviser shall provide the Fund with such
investment advice and supervision as the latter may from time to time consider
necessary for the proper supervision of its funds. The Adviser shall act as
adviser to the Fund and as such shall furnish continuously an investment program
and shall determine from time to time what securities shall be purchased, sold
or exchanged and what portion of the assets of the Fund shall be held
uninvested, subject always to the restrictions of the Declaration of Trust of
the Trust, dated September 13, 1990, and By-Laws, each as amended from time to
time (respectively, the "Declaration" and the "By-Laws"), to the provisions of
the Investment Company Act of 1940 and the Rules, Regulations and orders
thereunder and to the Fund's then-current Prospectus and Statement of Additional
Information, as amended or supplemented from time to time. The Adviser shall
also make recommendations as to the manner in which voting rights, rights to
consent to corporate action and any other rights pertaining to the Fund's
portfolio securities shall be exercised. Should the Trustees at any time,
however, make any definite determination as to the investment policy and notify
the Adviser thereof in writing, the Adviser shall be bound by such determination
for the period, if any, specified in such notice or until similarly notified
that such determination shall be revoked. The Adviser shall take, on behalf of
the Fund, all actions which it deems necessary to implement the investment
policies determined as provided above, and in particular to place all orders for
the purchase or sale of portfolio securities for the Fund's account with brokers
or dealers selected by it, and to that end, the Adviser is authorized as the
agent of the Fund to give instructions to the Custodian of the Fund as to the
deliveries of securities and payments of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the placing of such
orders, the Adviser is directed to seek for the Fund execution at the most
reasonable price by responsible brokerage firms at reasonably competitive
commission rates. In fulfilling this requirement the Adviser shall not be deemed
to have acted unlawfully or to have breached any duty, created by this Agreement
or otherwise, solely by reason of its having caused the Fund to pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction, if the Adviser determined in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Adviser's overall responsibilities
with respect to the Fund and to other clients of the Adviser as to which the
Adviser exercises investment discretion.

The Adviser may from time to time enter into sub-investment advisory agreements
with one or more investment advisers with such terms and conditions as the
Adviser may determine, provided that such sub-investment advisory agreements
have been approved in accordance with applicable provisions of the Investment
Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall
not be liable for any error of judgment or mistake of law by any sub-adviser or
for any loss arising out of any investment made by any sub-adviser or for any
act or omission in the execution and management of the Fund by any sub-adviser.

ARTICLE 2. Allocation of Charges and Expenses. The Adviser shall furnish at its
own expense investment advisory and administrative services, office space,
equipment and clerical personnel necessary for servicing the investments of the
Fund and maintaining its organization, and investment advisory facilities and
executive and supervisory personnel for managing the investments and effecting
the portfolio transactions of the Fund. The Adviser shall arrange, if desired by
the Trust, for Directors, officers and employees of the Adviser to serve as
Trustees, officers or agents of the Trust if duly elected or appointed to such
positions and subject to their individual consent and to any limitations imposed
by law. It is understood that the Fund will pay all of its own expenses
including, without limitation, compensation of Trustees not affiliated with the
Adviser; governmental fees; interest charges; taxes; membership dues in the
Investment Company Institute allocable to the Fund; fees and expenses of
independent auditors, of legal counsel, and of any transfer agent, registrar or
dividend disbursing agent of the Fund; expenses of repurchasing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing stock certificates, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions; brokerage and other expenses
connected with the execution, recording and settlement of portfolio security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of shares of the Fund; expenses of shareholders' meetings; and expenses
relating to the issuance, registration and qualification of shares of the Fund
and the preparation, printing and mailing of prospectuses for such purposes
(except to the extent that any Distribution Agreement to which the Trust is a
party on behalf of the Fund provides that another party is to pay some or all of
such expenses).

ARTICLE 3. Compensation of the Adviser. For the services to be rendered and the
facilities provided, the Fund shall pay to the Adviser an investment advisory
fee computed and paid monthly at a rate equal to 0.45% of the Fund's average
daily net assets on an annualized basis.

The Adviser agrees to pay until December 31, 2005, expenses of the
Trust (except for fees paid under this Agreement or the Fund's Distribution
Plan) such that the Fund's aggregate operating expenses shall not exceed 0.60%
per annum of the average daily net assets of the Fund; provided, however, that
this obligation may be terminated or revised at any time by the Adviser without
the consent of the Fund by notice in writing from the Adviser to the Fund,
provided that such termination or revision will not be effective with respect to
the fiscal year within which such notice is given. Such payments by the Adviser
are subject to reimbursement by the Fund, which will be accomplished by the
payment by the Fund of an expense reimbursement fee to the Adviser computed and
paid monthly at a percentage of the average daily net assets of the Fund for its
then current fiscal year, with a limitation that immediately after such payment
the aggregate operating expenses of the Fund would not exceed 0.60% of its
average daily net assets. This expense reimbursement terminates for the Fund on
the earlier of the date on which payments made thereunder by such Fund equal the
prior payment of such reimbursable expenses by the Adviser or December 31, 2005.

If the Adviser shall serve for less than the whole of any period
specified in this Article 3, the compensation payable to the Adviser with
respect to the Fund will be prorated.

ARTICLE 4. Special Services. Should the Trust have occasion to request the
Adviser to perform services not herein contemplated or to request the Adviser to
arrange for the services of others, the Adviser will act for the Trust on behalf
of the Fund upon request to the best of its ability, with compensation for the
Adviser's services to be agreed upon with respect to each such occasion as it
arises.

ARTICLE 5. Covenants of the Adviser. The Adviser agrees that it will not deal
with itself, or with the Trustees of the Trust or the Trust's distributor, if
any, as principals in making purchases or sales of securities or other property
for the account of the Fund, except as permitted by the Investment Company Act
of 1940 and the Rules, Regulations or orders thereunder, will not take a long or
short position in the shares of the Fund except as permitted by the Declaration
and will comply with all other provisions of the Declaration and the By-Laws and
the then-current Prospectus and Statement of Additional Information of the Fund
relative to the Adviser and its Directors and officers.

ARTICLE 6. Limitation of Liability of the Adviser. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution and management of
the Fund, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties and obligations hereunder. As used in this Section 6,
the term "Adviser" shall include Directors, officers and employees of the
Adviser as well as that corporation itself.

ARTICLE 7. Activities of the Adviser. The services of the Adviser to the Fund
are not deemed to be exclusive, the Adviser being free to render investment
advisory and/or other services to others. The Adviser may permit other fund
clients to use the initials "MFS" in their names. The Fund agrees that if the
Adviser shall for any reason no longer serve as the Adviser to the Fund, the
Fund will change its name so as to delete the initials "MFS". It is understood
that the Trustees, officers and shareholders of the Trust are or may be or
become interested in the Adviser, as Directors, officers, employees, or
otherwise and that Directors, officers and employees of the Adviser are or may
become similarly interested in the Trust, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.

ARTICLE 8. Duration, Termination and Amendment of this Agreement. This Agreement
shall become effective on the date first above written and shall govern the
relations between the parties hereto thereafter, and shall remain in force until
November 30, 1997 on which date it will terminate unless its continuance after
November 30, 1997 is "specifically approved at least annually" (i) by the vote
of a majority of the Trustees of the Trust who are not "interested persons" of
the Trust or of the Adviser at a meeting specifically called for the purpose of
voting on such approval, and (ii) by the Board of Trustees of the Trust, or by
"vote of a majority of the outstanding voting securities" of the Fund.

This Agreement may be terminated at any time without the payment of any penalty
by the Trustees or by "vote of a majority of the outstanding voting securities"
of the Fund, or by the Adviser, in each case on not more than sixty days' nor
less than thirty days' written notice to the other party. This Agreement shall
automatically terminate in the event of its "assignment."

This Agreement may be amended only if such amendment is approved by "vote of a
majority of the outstanding voting securities" of the Fund.

ARTICLE 9. Scope of Trust's Obligations. A copy of the Trust's Declaration of
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts. The Adviser acknowledges that the obligations of or arising out
of this Agreement are not binding upon any of the Trust's trustees, officers,
employees, agents or shareholders individually, but are binding solely upon the
assets and property of the Trust in accordnace with its proportionate interest
hereunder. If this Agreement is executed by the Trust on behalf of one or more
series of the Trust, the Adviser further acknowledges that the assets and
liabilities of each series of the Trust are separate and distinct and that the
obligations of or arising out of this Agreement are binding solely upon the
assets or property of the series on whose behalf the Trust has executed this
Agreement. If the Trust has executed this instrument on behalf of more than one
series of the Trust, you also agree that the obligations of each series
hereunder shall be several and not and you agree not to proceed against any
series for the obligations of another series.

ARTICLE 10. Definitions. The terms "specifically approved at least annually,"
"vote of a majority of the outstanding voting securities," "assignment,"
"affiliated person," and "interested person," when used in this Agreement, shall
have the respective meanings specified, and shall be construed in a manner
consistent with, the Investment Company Act of 1940 and the Rules and
Regulations promulgated thereunder, subject, however, to such exemptions as may
be granted by the Securities and Exchange Commission under said Act.

ARTICLE 11. Record Keeping. The Adviser will maintain records in a form
acceptable to the Trust and in compliance with the rules and regulations of the
Securities and Exchange Commission, including but not limited to records
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the rules thereunder, which at all times will be the property of the Trust
and will be available for inspection and use by the Trust.
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered in their names and on their behalf by the undersigned, thereunto duly
authorized, and their respective seals to be hereto affixed, all as of the day
and year first written above. The undersigned officers of the Trust and the
Adviser have executed this Agreement not individually, but as officers of the
Trust and the Adviser, respectively.

MFS INSTITUTIONAL TRUST

on behalf of
MFS INSTITUTIONAL CORE PLUS
FIXED INCOME FUND, one of its series

By: A. KEITH BRODKIN
-----------------------------------
A. Keith Brodkin
Chairman, and not individually

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
-----------------------------------
Arnold D. Scott
Senior Executive Vice President,
and not individually

EXHIBIT NO. 99.5(e)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 30th day of November, 1995, by and
between MFS INSTITUTIONAL TRUST, a Massachusetts business trust (the "Trust"),
on behalf of MFS INSTITUTIONAL RESEARCH FUND, a series of the Trust (the
"Fund"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation
(the "Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the Fund on the
terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:

The Adviser may from time to time enter into sub-investment advisory
agreements with one or more investment advisers with such terms and conditions
as the Adviser may determine, provided that such sub-investment advisory
agreements have been approved in accordance with applicable provisions of the
Investment Company Act of 1940. Subject to the provisions of Article 6, the
Adviser shall not be liable for any error of judgment or mistake of law by any
sub-adviser or for any loss arising out of any investment made by any
sub-adviser or for any act or omission in the execution and management of the
Fund by any sub-adviser.

ARTICLE 3. Compensation of the Adviser. For the services to be rendered and the
facilities provided, the Fund shall pay to the Adviser an investment advisory
fee computed and paid monthly at a rate equal to 0.60% of the Fund's average
daily net assets on an annualized basis.

The Adviser agrees to pay until December 31, 2005, expenses of the Trust
(except for fees paid under this Agreement or the Fund's Distribution Plan) such
that the Fund's aggregate operating expenses shall not exceed 0.75% per annum of
the average daily net assets of the Fund; provided, however, that this
obligation may be terminated or revised at any time by the Adviser without the
consent of the Fund by notice in writing from the Adviser to the Fund, provided
that such termination or revision will not be effective with respect to the
fiscal year within which such notice is given. Such payments by the Adviser are
subject to reimbursement by the Fund, which will be accomplished by the payment
by the Fund of an expense reimbursement fee to the Adviser computed and paid
monthly at a percentage of the average daily net assets of the Fund for its then
current fiscal year, with a limitation that immediately after such payment the
aggregate operating expenses of the Fund would not exceed 0.75% of its average
daily net assets. This expense reimbursement terminates for the Fund on the
earlier of the date on which payments made thereunder by such Fund equal the
prior payment of such reimbursable expenses by the Adviser or December 31, 2005.

If the Adviser shall serve for less than the whole of any period specified
in this Article 3, the compensation payable to the Adviser with respect to the
Fund will be prorated.

This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by "vote of a majority of the outstanding voting
securities" of the Fund, or by the Adviser, in each case on not more than sixty
days' nor less than thirty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its "assignment."

This Agreement may be amended only if such amendment is approved by "vote
of a majority of the outstanding voting securities" of the Fund.

MFS INSTITUTIONAL TRUST
on behalf of
MFS INSTITUTIONAL RESEARCH FUND,
one of its series

By: A. KEITH BRODKIN
-------------------------------
A. Keith Brodkin
Chairman, and not individually

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
-------------------------------
Arnold D. Scott
Senior Executive Vice President,
and not individually

EXHIBIT NO. 99.5(f)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 30th day of November, 1995, by and
between MFS INSTITUTIONAL TRUST, a Massachusetts business trust (the "Trust"),
on behalf of MFS INSTITUTIONAL MID-CAP GROWTH EQUITY FUND, a series of the Trust
(the "Fund"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware
corporation (the "Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the Fund on the
terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:

ARTICLE 3. Compensation of the Adviser. For the services to be rendered and the
facilities provided, the Fund shall pay to the Adviser an investment advisory
fee computed and paid monthly at a rate equal to 0.60% of the Fund's average
daily net assets on an annualized basis.

The Adviser agrees to pay until December 31, 2005, expenses of the Trust
(except for fees paid under this Agreement or the Fund's Distribution Plan) such
that the Fund's aggregate operating expenses shall not exceed 0.75% per annum of
the average daily net assets of the Fund; provided, however, that this
obligation may be terminated or revised at any time by the Adviser without the
consent of the Fund by notice in writing from the Adviser to the Fund, provided
that such termination or revision will not be effective with respect to the
fiscal year within which such notice is given. Such payments by the Adviser are
subject to reimbursement by the Fund, which will be accomplished by the payment
by the Fund of an expense reimbursement fee to the Adviser computed and paid
monthly at a percentage of the average daily net assets of the Fund for its then
current fiscal year, with a limitation that immediately after such payment the
aggregate operating expenses of the Fund would not exceed 0.75% of its average
daily net assets. This expense reimbursement terminates for the Fund on the
earlier of the date on which payments made thereunder by such Fund equal the
prior payment of such reimbursable expenses by the Adviser or December 31, 2005.

If the Adviser shall serve for less than the whole of any period specified
in this Article 3, the compensation payable to the Adviser with respect to the
Fund will be prorated.

ARTICLE 8. Duration, Termination and Amendment of this Agreement. This Agreement
shall become effective on the date first above written and shall govern the
relations between the parties hereto thereafter, and shall remain in force until
Novmeber 30, 1997 on which date it will terminate unless its continuance after
November 30, 1997 is "specifically approved at least annually" (i) by the vote
of a majority of the Trustees of the Trust who are not "interested persons" of
the Trust or of the Adviser at a meeting specifically called for the purpose of
voting on such approval, and (ii) by the Board of Trustees of the Trust, or by
"vote of a majority of the outstanding voting securities" of the Fund.

This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by "vote of a majority of the outstanding voting
securities" of the Fund, or by the Adviser, in each case on not more than sixty
days' nor less than thirty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its "assignment."

This Agreement may be amended only if such amendment is approved by "vote
of a majority of the outstanding voting securities" of the Fund.

MFS INSTITUTIONAL TRUST
on behalf of
MFS INSTITUTIONAL MID-CAP
GROWTH FUND, one of its series

By: A. KEITH BRODKIN
--------------------------------
A. Keith Brodkin
Chairman, and not individually

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
--------------------------------
Arnold D. Scott
Senior Executive Vice President,
and not individually

EXHIBIT NO. 99.5(g)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 30th day of November, 1995, by and
between MFS INSTITUTIONAL TRUST, a Massachusetts business trust (the "Trust"),
on behalf of MFS INSTITUTIONAL INTERNATIONAL EQUITY FUND, a series of the Trust
(the "Fund"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware
corporation (the "Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the Fund on the
terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:

ARTICLE 3. Compensation of the Adviser. For the services to be rendered and the
facilities provided, the Fund shall pay to the Adviser an investment advisory
fee computed and paid monthly at a rate equal to 0.75% of the Fund's average
daily net assets on an annualized basis.

The Adviser agrees to pay until December 31, 2005, expenses of the Trust
(except for fees paid under this Agreement or the Fund's Distribution Plan) such
that the Fund's aggregate operating expenses shall not exceed 0.95% per annum of
the average daily net assets of the Fund; provided, however, that this
obligation may be terminated or revised at any time by the Adviser without the
consent of the Fund by notice in writing from the Adviser to the Fund, provided
that such termination or revision will not be effective with respect to the
fiscal year within which such notice is given. Such payments by the Adviser are
subject to reimbursement by the Fund, which will be accomplished by the payment
by the Fund of an expense reimbursement fee to the Adviser computed and paid
monthly at a percentage of the average daily net assets of the Fund for its then
current fiscal year, with a limitation that immediately after such payment the
aggregate operating expenses of the Fund would not exceed 0.95% of its average
daily net assets. This expense reimbursement terminates for the Fund on the
earlier of the date on which payments made thereunder by such Fund equal the
prior payment of such reimbursable expenses by the Adviser or December 31, 2005.

If the Adviser shall serve for less than the whole of any period specified
in this Article 3, the compensation payable to the Adviser with respect to the
Fund will be prorated.

This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by "vote of a majority of the outstanding voting
securities" of the Fund, or by the Adviser, in each case on not more than sixty
days' nor less than thirty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its "assignment."

This Agreement may be amended only if such amendment is approved by "vote
of a majority of the outstanding voting securities" of the Fund.

MFS INSTITUTIONAL TRUST
on behalf of
MFS INSTITUTIONAL INTERNATIONAL
EQUITY FUND, one of its series

By: A. KEITH BRODKIN
----------------------------------
A. Keith Brodkin
Chairman, and not individually

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
----------------------------------
Arnold D. Scott
Senior Executive Vice President, and
not individually

EXHIBIT NO. 99.8(b)

AMENDMENT TO CUSTODIAN CONTRACT

Amendment to Custodian Contract between MFS Institutional Trust, a business
trust organized and existing under the laws of The Commonwealth of
Massachusetts, having a principal place of business at 500 Boylston Street,
Boston, Massachusetts 02116 (hereinafter called the "Trust"), and State Street
Bank and Trust Company, a Massachusetts trust company, having its principal
place of business at 225 Franklin Street, Boston, Massachusetts 02110
(hereinafter called the "Custodian").

WHEREAS: The Trust and the Custodian are parties to a Custodian Contract dated
July 26, 1995, as amended (the "Custodian Contract");

WHEREAS: The Trust has established four new series of Shares (MFS Institutional
Research Fund, MFS Institutional International Equity Fund, MFS Institutional
Mid-Cap Growth Equity Fund and MFS Institutional Core Plus Fixed Income Fund
(the "Series")) in addition to the initial series with respect to which it
desires to have the Custodian render services as custodian under the terms of
the Custodian Contract;

WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto hereby amend the Custodian Contract as
follows:

1. Capitalized terms used herein without definition have the meanings ascribed
to them in the Custodian Contract.

2. Pursuant to Section 16 of the Custodian Contract, the Trust and the Custodian
hereby agree that the Custodian shall render services as custodian under the
terms of the Custodian Contract to each Series and that each Series is hereby
deemed a "Portfolio" as defined in the Custodian Contract.

3. Also pursuant to Section 16 of the Custodian Contract, the Trust on behalf of
each Series has hereby elected to employ the State Street Global Custody
Network, becoming a State Street Portfolio subject to Article 3A under the
Custodian Contract.

4. A copy of the Declaration of Trust of the Trust is on file with the Secretary
of State of The Commonwealth of Massachusetts. The Custodian acknowledges that
the obligations of or arising out of this instrument are not binding upon any of
the Trust's trustees, officers, employees, agents or shareholders individually,
but are binding solely upon the assets and property of the Trust in accordance
with its proportionate interest hereunder. If this instrument is executed by the
Trust on behalf of one or more series of the Trust, the Custodian further
acknowledges that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
instrument are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this instrument. If the Trust has executed this
instrument on behalf of more than one series of the Trust, the Custodian also
agrees that the obligations of each series hereunder shall be several and not
joint, in accordance with its proportionate interest hereunder, and the
Custodian agrees not to proceed against any series for the obligations of
another series.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly authorized
representatives and its seal to be hereunder affixed as of the 30th day of
November, 1995.

ATTEST: MFS INSTITUTIONAL TRUST

By: KAREN RAY By: A. KEITH BRODKIN
--------------------- -------------------------
Title: CHAIRMAN
-------------------------

ATTEST: STATE STREET BANK AND TRUST
COMPANY

By: PATRICIA MURRAY By: M. STONE
--------------------- -------------------------

Title:
-------------------------

EXHIBIT NO. 99.9(a)

MFS INSTITUTIONAL TRUST
500 Boylston Street
Boston, Massachusetts 02116

November 30, 1995

MFS Service Center, Inc.
500 Boylston Street
Boston, Massachusetts 02116

Amended and Restated Shareholder Servicing Agent Agreement

Dear Sir:

MFS Institutional Trust, which is a Massachusetts business trust
(referred to as the "Trust"), currently with seven series (MFS Institutional
Emerging Equities Fund, MFS Institutional Worldwide Fixed Income Fund, MFS
Institutional Emerging Markets Fixed Income Fund, MFS Institutional Research
Fund, MFS Institutional International Equity Fund, MFS Institutional Mid-Cap
Growth Equity Fund and MFS Institutional Core Plus Fixed Income Fund) is an
open-end registered investment company. The Trust has selected you to act as the
Shareholder Servicing Agent for each of its seven series and any other series
created by the Trust from time to time and you hereby agree to act as such Agent
and to perform the duties and functions thereof in the manner and on the
conditions hereinafter set forth. Accordingly, the Trust hereby agrees with you
as follows:

1. The Facility. You represent that you have the necessary computer
equipment, software and other office equipment ("Facility") adequate to perform
the services contemplated hereby for the Trust as well as for other investment
companies (such investment companies, together with the Trust, are herein
collectively referred to as the "MFS Funds") for which Massachusetts Financial
Services Company ("MFS") acts as investment adviser. The Facility is presently
located at 500 Boylston Street, Boston, Massachusetts, and is to be dedicated
solely to the performance of services for the MFS Funds, provided that the
Facility may be utilized to perform services for others with the permission of
the MFS Funds.

2. Name. Unless otherwise directed in writing by MFS, you shall perform
the services contemplated hereby under the name "MFS Service Center, Inc.",
which name and any similar names and any logos of which shall remain the
property and under the control of MFS. Upon termination of this Agreement, you
shall cease to use such name or any similar name within a reasonable period of
time.

3. Services to be Performed. As Shareholder Servicing Agent ("Agent"),
you shall be responsible for administering and performing transfer and dividend
and distribution disbursing functions in connection with the issuance, transfer
and redemption of the various classes of shares of beneficial interest of the
various series of the Trust existing from time to time ("Shares"). The details
of the operating standards and procedures to be followed by you shall be
determined from time to time by agreement between you and the Trust.

4. Standard of Service. As Agent for the Trust, you agree to provide
service equal to or better than that provided by you or others furnishing
shareholder services to other open-end investment companies ("Standard") at a
fee comparable to the fee paid you for your services hereunder. The Standard
shall include at least the following:

(a) Prompt reconciliation of any differences as to the number of
outstanding shares between various Facility records or between Facility records
and records of the Trust's custodian;

(b) Prompt processing of shareholder correspondence and of other
matters requiring action by you;

(d) Providing innovative services and technological improvements;

(e) Meeting the requirements of any governmental authority having
jurisdiction over you or the Trust; and

(f) Prompt reconciliation of all bank accounts under your control
belonging to the Trust or MFS.

If any MFS Fund serviced by you is reasonably of the view that the
service provided by you does not meet the Standard, it shall give you written
notice specifying the particulars, and you then shall have 120 days in which to
restore the service so that it meets the Standard, except that such period shall
be 180 days with respect to meeting that portion of the Standard described above
in item (d) of this paragraph 4. If at the end of such period the Trust remains
reasonably of the view that the service provided by you, in the particulars
specified, does not meet the Standard, then the MFS Fund or Funds having a
majority of the accounts for which you are then Agent may, by appropriate action
(including the concurrence of a majority of the Trustees of such MFS Fund or
Funds, who are not interested persons of MFS), elect to terminate this Agreement
for cause as to all such Funds upon 90 days notice to you. Upon termination
hereof, the Trust shall pay you such compensation as may be due to you as of the
date of such termination, and shall likewise reimburse you for any costs,
expenses, and disbursements reasonably incurred by you to such date in the
performance of your duties hereunder.

5. Purchase of Facility. In the event that you have given notice of
termination of this Agreement pursuant to the provisions of paragraph 14 hereof,
or for cause as provided in paragraph 4 hereof, the MFS Funds shall have the
right, but shall not be required (a) to purchase the Facility and assume the
unexpired portion of any leases of equipment or real estate relating to the
Facility from you at a price equal to your estimated unrecovered acquisition
value (as supported by the schedules and records used in determining monthly
billings) of the machinery, equipment, software, furniture, fixtures and
leasehold improvements included in the Facility, and (b) to negotiate with
persons then employed by you in the operation of the Facility and to hire all of
them in connection with the purchase of the Facility from you by the MFS Funds.
You agree to release each such employee from any contractual obligations such
persons may have to you that may interfere with such person's being hired at
such time by the MFS Funds and agree not to interfere with the negotiation and
hiring of any such persons at any such time. In the event that the MFS Funds
have given notice of termination of this Agreement pursuant to the provisions of
paragraph 14 hereof, for reasons other than cause as defined in paragraph 4
hereof, the MFS Funds shall purchase the Facility under the terms and conditions
set forth in subsections (a) and (b) of this paragraph 5.

You shall effect the transfer of the Facility pursuant to this
paragraph 5 upon the termination date specified in the notice, or at such other
time as shall be agreed upon by the parties hereto.

6. Rights in Data and Confidentiality. You agree that all records,
data, files, input materials, reports, forms and other data received, computed
or stored in the performance of this Agreement are the exclusive property of the
Trust and that all such records and other data shall be furnished without
additional charge, except for actual processing costs, to the Trust in machine
readable as well as printed form immediately upon termination of this Agreement
or at the Trust's request. You shall safeguard and maintain the confidentiality
of the Trust's data and information supplied to you by the Trust and you shall
not transfer or disclose the Trust's data to any third party without the Trust's
prior written consent unless compelled to do so by order of a court or
regulatory authority.

7. Fees. The fee for your services hereunder shall not be in excess of
such amount as shall be agreed in writing between us (see Exhibit A attached
hereto). Such fee shall be payable in monthly installments of one-twelfth of the
annual fee. Such fee shall be subject to review at least annually and fixed by
the parties in good faith negotiation on the basis of a statement of the
expenses of the Facility prepared by you, which either you or the Trust may
require to be certified by a major accounting firm acceptable to the parties.
The party or parties requesting such certification shall bear all expenses
thereof. In addition to the foregoing fee, you will be reimbursed by the Trust
for out-of-pocket expenses reasonably incurred by you on behalf of the Trust,
including but not limited to expenses for stationery (including business forms
and checks), postage, telephone and telegraph line and toll charges, and
premiums for negotiable instrument insurance and similar items.

8. Record Keeping. You will maintain records in a form acceptable to
the Trust and in compliance with the rules and regulations of the Securities and
Exchange Commission, including but not limited to records required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder, which at all times will be the property of the Trust and will be
available for inspection and use by the Trust.

9. Duty of Care and Indemnification. You will at all times act in good
faith in performing your duties hereunder. You will not be liable or responsible
for delays or errors by reason of circumstances beyond your control, including
acts of civil or military authority, national emergencies, labor difficulties,
fire, mechanical breakdown beyond your control, flood or catastrophe, acts of
God, insurrection, war, riots or failure beyond your control of transportation,
communication or power supply. The Trust will indemnify you against and hold you
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit not resulting from your bad faith or negligence, and
arising out of, or in connection with, your duties on behalf of the Trust
hereunder. In addition, the Trust will indemnify you against and hold you
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit as a result of your acting in accordance with any
instructions reasonably believed by you to have been executed or orally
communicated by any person duly authorized by the Trust or its Principal
Underwriter, or as a result of acting in accordance with written or oral advice
reasonably believed by you to have been given by counsel for the Trust, or as a
result of acting in accordance with any instrument or share certificate
reasonably believed by you to have been genuine and signed, countersigned or
executed by any person or persons authorized to sign, countersign or execute the
same (unless contributed to by your gross negligence or bad faith). In any case
in which the Trust may be asked to indemnify you or hold you harmless, the Trust
shall be advised of all pertinent facts concerning the situation in question and
you will use reasonable care to identify and notify the Trust promptly
concerning any situation which presents or appears likely to present a claim for
indemnification against the Trust. The Trust shall have the option to defend you
against any claim which may be the subject of this indemnification, and in the
event that the Trust so elects such defense shall be conducted by counsel chosen
by the Trust and satisfactory to you and it will so notify you, and thereupon
the Trust shall take over complete defense of the claim and you shall sustain no
further legal or other expenses in such situation for which you seek
indemnification under this paragraph, except the expense of any additional
counsel retained by you. You will in no case confess any claim or make any
compromise in any case in which the Trust will be asked to indemnify you except
with the Trust's prior written consent. The obligations of the parties hereto
under this paragraph shall survive the termination of this Agreement.

If any officer of the Trust shall no longer be vested with authority to
sign for the Trust, written notice thereof shall forthwith be given to you by
the Trust and until receipt of such notice by it, you shall be fully indemnified
and held harmless by the Trust in recognizing and acting upon certificates or
other instruments bearing the signatures or facsimile signatures of such
officer.

10. Insurance. You will notify the Trust should any of your insurance
coverage, as set forth on Exhibit A hereto, be changed for any reason, such
notification to include the date of change and reason or reasons therefor.

11. Notices. All notices or other communications hereunder shall be in
writing and shall be deemed sufficient if mailed to either party at the
addresses set forth in this Agreement, or at such other addresses as the parties
hereto may designate by notice to each other.

12. Further Assurances. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.

13. Use of a Sub- or Co-Transfer Agent. Notwithstanding any other
provision of this Agreement, it is expressly understood and agreed that you are
authorized in the performance of your duties hereunder to employ, from time to
time, one or more Sub-Transfer Agents and/or Co-Transfer Agents.

14. Amendment and Termination. Neither this Agreement nor any provision
hereof may be changed, waived, discharged or terminated orally, but only by an
instrument in writing, which, except in the case of termination, shall be signed
by the party against which enforcement of such change, waiver or discharge is
sought. Except as otherwise provided in paragraph 4 hereof, this Agreement shall
continue indefinitely until terminated by 90 days' written notice given by the
Trust to you or by you to the Trust. Upon termination hereof, the Trust shall
pay you such compensation as may be due to you as of the date of such
termination, and shall likewise reimburse you for any costs, expenses, and
disbursements reasonably incurred by you to such date in the performance of your
duties hereunder. You agree to cooperate with the Trust and provide all
necessary assistance in effectuating an orderly transition upon termination of
this Agreement.

15. Successor. In the event that in connection with termination a
successor to any of your duties or responsibilities hereunder is designated by
the Trust by written notice to you, you will, promptly upon such termination and
at the expense of the Trust, transfer to such successor a certified list of the
shareholders of the Trust (with name, address and tax identification or Social
Security number), an historical record of the account of each shareholder and
the status thereof, and all other relevant books, records, correspondence, and
other data established or maintained by you under this Agreement in form
reasonably acceptable to the Trust (if such form differs from the form in which
you have maintained the same, the Trust shall pay any expenses associated with
transferring the same to such form), and will cooperate in the transfer of such
duties and responsibilities, including provision for assistance from your
cognizant personnel in the establishment of books, records and other data by
such successor.

16. Miscellaneous. This Agreement shall be construed and enforced in
accordance with and governed by the laws of The Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

17. Trust Only. A copy of the Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts. You
acknowledge that the obligations of or arising out of this instrument are not
binding upon any of the Trust's trustees, officers, employees, agents or
shareholders individually, but are binding solely upon the assets and property
of the Trust in accordance with its proportionate interest hereunder. If this
instrument is executed by the Trust on behalf of one or more series of the
Trust, you further acknowledge that the assets and liabilities of each series of
the Trust are separate and distinct and that the obligations of or arising out
of this instrument are binding solely upon the assets or property of the series
on whose behalf the Trust has executed this instrument on behalf of more than
one series of the Trust, you also agree that the obligations of each series
hereunder shall be several and not joint, in accordance with its proportionate
interest hereunder, and you agree not to proceed against any series for the
obligations of another series.

Very truly yours,

MFS INSTITUTIONAL TRUST
on behalf of its various series

A. KEITH BRODKIN
--------------------------------
Chairman

The foregoing is hereby accepted as of the date thereof.

MFS SERVICE CENTER, INC.

ARNOLD D. SCOTT
- ----------------------------
Arnold D. Scott
Director

<PAGE>

As of January 1, 1995

EXHIBIT A TO SHAREHOLDER SERVICING AGENT AGREEMENT
(THE "AGREEMENT")
MFS INSTITUTIONAL TRUST

Pursuant to Section 7 of the Agreement, the fees to be paid by each
Fund to MFS Service Center, Inc. ("MFSC"), for MFSC's services as shareholder
servicing agent under the Agreement, are 0.0075% per annum of each Fund's
average daily net assets.

MFS INSTITUTIONAL TRUST

By: A. KEITH BRODKIN
-------------------------------
A. Keith Brodkin
Chairman and President

MFS SERVICE CENTER, INC.

By: ARNOLD D. SCOTT
-------------------------------
Arnold D. Scott
Director

EXHIBIT NO. 99.9(b)

EXCHANGE PRIVILEGE AGREEMENT

AGREEMENT, dated as of the day of , 1995, by and between MFS
Institutional Trust (the "Trust"), on behalf of its various series from time to
time listed on Exhibit A attached hereto (each a "Fund"; collectively, the
"Funds"), and MFS Fund Distributors, Inc. ("MFD").

WITNESSETH THAT:

WHEREAS, the Funds are each a series of MFS Institutional Trust (the
"Trust"); and

WHEREAS, pursuant to the terms of a Distribution Agreement by and
between the Trust and MFD, MFD has the exclusive right to purchase from the
Trust shares of each Fund at the net asset value on which orders for shares were
based, but subject to the exceptions therein set forth or referred to; and

WHEREAS, the Funds have differing investment objectives as set out in
their offering prospectuses and consider it appropriate to make available to
existing and future shareholders of the Funds the opportunity to implement
changes in their investment objective through the acquisition, without sales
charge, of the shares of any one or more of the Funds by use of the proceeds of
redemption of shares of any other Fund (herein referred to in various
grammatical forms of the word "exchange"), subject to reasonable conditions
designed to limit expense and administrative inconvenience or imposed in the
best interest of the other shareholders of any of the Funds; and

WHEREAS, MFD currently acts as the distributor of each of the Funds;

NOW, THEREFORE, the parties hereto agree as follows:

1. (a) During the term of this Agreement, shares of each Fund may,
subject to the restrictions hereinafter set forth, be offered by MFD as
distributor at net asset value to shareholders of each of the Funds, subject to
the restrictions hereinafter set forth, who wish to apply the proceeds of
redemption of shares of any such Fund, provided that either the net asset value
of the shares to be redeemed in the exchange is at least $3,000,000 or all the
shares owned by the shareholder are to be redeemed. MFD may specify the manner
in which such shareholders may accept its offer to sell such shares at net asset
value (each such acceptance is hereinafter referred to as an "Exchange
Request").

(b) Massachusetts Financial Services Company ("MFS"), MFD's
parent, serves as investment adviser.

2. MFD shall process all exchanges in the usual manner as though they
were unrelated purchases and sales. MFD may charge the shareholder a reasonable
amount for its services in effecting the exchange. MFD shall report daily to the
Funds concerning all exchanges made pursuant to this Agreement. MFD will not
seek reimbursement from the Funds for any expenses incurred by it in connection
with any such purchases.

3. Each Fund may, by written notice to each of the other Funds and
MFD, terminate its exchange offer provided by this Agreement and require MFD and
the other Funds to terminate the exchange offer in respect of the shares of the
Fund so giving notice. MFD may by written notice to any Fund terminate its
services in effecting such exchanges on behalf of such Fund. The exchange offers
with respect to shares of a Fund made by MFD to the shareholders of the other
Funds pursuant to this Agreement shall in any event be terminated effective upon
the termination of the services of MFD distributor of the shares of such Fund.

4. Nothing in this Agreement shall modify or reduce the obligations
of a Fund or MFD contained in the Distribution Agreement, if any, between MFD
and such Fund as the same may from time to time be modified or amended or
contained in applicable rules and regulations.

5. To the extent that a Fund's current Prospectus contains provisions
that are inconsistent with the terms of this Agreement, the terms of such
Prospectus shall be controlling.

6. The terms of this Agreement shall become effective as of the
date first above written.

7. A copy of the Trust's Declaration of Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts. Each party hereto
acknowledges that the obligations of or arising out of this Agreement are not
binding upon any of the Trust's trustees, officers, employees, agents or
shareholders individually, but are binding solely upon the assets and property
of the Trust. If this Agreement is executed by the Trust on behalf of one or
more series of the Trust, each party hereto further acknowledges that the assets
and liabilities or each series of the Trust are separate and distinct and that
the obligations of or arising out of this Agreement are binding solely upon the
assets or property of the series on whose behalf the Trust has executed this
Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written and caused their seals to be affixed by their
representatives thereunto duly authorized.

MFS INSTITUTIONAL TRUST

By: A. KEITH BRODKIN
--------------------------
A. Keith Brodkin
Chairman

MFS FUND DISTRIBUTORS, INC.

By: WILLIAM W. SCOTT, JR.
--------------------------
William W. Scott, Jr.
President

<PAGE>

EXHIBIT A

MFS Emerging Equities Fund
MFS Worldwide Fixed Income Fund
MFS Emerging Markets Income Fund

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MFS EMERGING MARKETS FIXED INCOME FUND AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FIANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 000
<NAME> [MFS EMERGING MARKETS FIXED INCOME FUND]

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 2,044,052
<INVESTMENTS-AT-VALUE> 2,072,283
<RECEIVABLES> 20,701
<ASSETS-OTHER> 18,830
<OTHER-ITEMS-ASSETS> 2,306
<TOTAL-ASSETS> 2,114,120
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 20,255
<TOTAL-LIABILITIES> 20,255
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,076,104
<SHARES-COMMON-STOCK> 207,603
<SHARES-COMMON-PRIOR> 10
<ACCUMULATED-NII-CURRENT> 3,340
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 13,371
<ACCUM-APPREC-OR-DEPREC> 27,792
<NET-ASSETS> 2,093,865
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 89,155
<OTHER-INCOME> 0
<EXPENSES-NET> 9,811
<NET-INVESTMENT-INCOME> 79,344
<REALIZED-GAINS-CURRENT> (13,371)
<APPREC-INCREASE-CURRENT> 27,792
<NET-CHANGE-FROM-OPS> 93,765
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 76,004
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 200,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 7,593
<NET-CHANGE-IN-ASSETS> 2,093,765
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,665
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 27,790
<AVERAGE-NET-ASSETS> 2,009,482
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.39
<PER-SHARE-GAIN-APPREC> (0.08)
<PER-SHARE-DIVIDEND> 0.38
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.09
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>