April 25, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for The BFM Institutional Trust, Inc.
File No. 33-44796
Dear Gentlemen and Ladies:
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24f-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(212) 754-5528.
Very truly yours,
/s/ James Kong
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: The BFM Institutional Trust, Inc.
345 Park Avenue
New York, NY 10154
2. Name of each series or class of funds for which this notice is filed:
The Short Duration Portfolio
The Core Fixed Income Portfolio
The Multi-Sector Mortgage Securities Portfolio III
3. Investment Company Act File Number: 811-6513
Securities Act File Number: 33-44796
4. Last day of fiscal year for which this notice is filed: 3/31/96
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 4,430,153
Sale Price: $43,831,698
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 4,430,153
Sale Price: $43,831,698
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 232,076
Sale Price: $13,252,017
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 43,831,698
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):+ 13,252,017
(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 122,644,315**
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable) + 0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): $ 0
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation: / 2900
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: $ 0
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
( )
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By: /s/Richard E. Cavanagh
Richard E. Cavanagh
Treasurer
Date: April 25, 1996
** Of which $57,083,715 are being applied to offset shares indicated in
12(i) and 12(ii) above.
April 25, 1996
The BFM Institutional Trust Inc.
345 Park Avenue
New York, New York 10154
Ladies and Gentlemen:
We have examined the (i) Charter of the BFM Institutional Trust Inc. (the
"Trust"), as certified by the State Department of Assessments and Taxation of
the State of Maryland (the "SDAT"), as having been filed with the SDAT as of
October 26, 1995, and (ii) the Articles of Transfer by and between the Trust
and The PNC Fund, as filed with the SDAT on January 11, 1996, and which were
effective as of January 13, 1996.
We also have examined a Certificate of Corporate Secretary and Treasurer dated
as of the date of this letter and the exhibits thereto (which include a copy
of the Charter and bylaws of the Trust and copies of certain minutes of
proceedings of the Board of Directors of the Trust and certain resolutions of
the Board of Directors of the Trust adopted by unanimous written consent),
which certifies to us, among other things, that (i) the bylaws attached
thereto are true, correct and complete copies thereof and that the minutes
and resolutions attached thereto were duly adopted in accordance with the
Charter and bylaws of the Trust and the Maryland General Corporation Law and
are still in effect as of the date hereof and (ii) that the Trust has issued
certain shares of its capital stock against payment therefor in accordance
with the resolutions authorizing their issuance.
In rendering our opinion, we are relying as to the factual matters contained
therein on the certificate of Corporate Secretary and Treasurer and have made
no independent investigation or inquiry as to such matters.
Based on our examination of the foregoing, we are of the opinion that all
necessary corporate action of the part of the Trust was taken to authorize the
issuance, sale and delivery, during the period July 1, 1995 through March 31,
1996, of the (i) 3,012,500 shares of the The Short Duration Portfolio Stock,
par value $.0001, of the Trust, (ii) 1,638,765 shares of The Core Fixed Income
Portfolio Stock, par value $.0001, of the Trust and (iii) 10,964 shares of the
Multi-Sector Mortgage Securities Portfolio III Stock, par value $.0001, of the
Trust that are being registered by the Trust pursuant to Rule 24f-2 on Form
24f-2 which this opinion letter accompanies, and that all of such shares of
capital stock were legally issued, and are fully paid and non-assessable.
We have prepared this opinion letter as attorneys admitted to practice law in
the courts of the State of Maryland and we express no opinion as to any
matters of federal law or the laws of any jurisdiction other than the laws of
the State of Maryland. This opinion is being furnished to you solely for your
benefit and may not be relied upon by any other person.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commissionin in connection with the filing of the Trust's Rule 24f-2
Notice pursuant to the Investment Company Act of 1940.
Very truly yours,
Miles and Stockbridge,
A Professional Corporation
By: /s/ John B. Frisch
Principal
