THE BFM INSTITUTIONAL TRUST, INC.
345 PARK AVENUE
NEW YORK, NY 10154
April 25, 1996
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: The BFM Institutional Trust, Inc.
File Nos. 811-6513 and 33-44796
Ladies and Gentlemen:
Please accept for filing the enclosed Post-Effective Amendment No. 11 (the
"Amendment") to the Registration Statement (File Nos. 33-44796; 811-6513) on
Form N-1A of The BFM Institutional Trust, Inc. (the "Registrant") under the
Securities Act of 1933 and the Investment Company Act of 1940. The $100
filing fee has been previously wired to the Commission.
The Amendment is being filed for the sole purpose of registering shares
pursuant to Rule 24e-2 under the Investment Company Act of 1940.
Please be advised that the Amendment is being filed pursuant to Rule 485(b)
under the Securities Act of 1933 and that the Amendment does not contain
disclosures which would render it ineligible to become effective pursuant to
paragraph (b) of the Rule. It is proposed that this Amendment shall become
effective upon filing.
Please call me at (212)754-5528 with any questions or comments.
Sincerely,
/s/ James Kong
FILE NO. 33-44796
FILE NO. 811-6513
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 11
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 12
THE BFM INSTITUTIONAL TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue
New York, NY 10154
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code: (212) 754-5560
Richard E. Cavanagh
The BFM Institutional Trust, Inc.
345 Park Avenue
New York, NY 10154
(Name and Address of Agent for Service)
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Amount Proposed Proposed Amount of
Securities Being Maximum Maximum Registration
Being Registered Offering Aggregate Fee (1)
Registered Price/Unit Offering
Price
Shares of
Beneficial
Interest 7,780,973 NAV $65,560,600 $100
(1) Registrant had actual aggregate redemptions of $122,644,315 for
its fiscal year ended March 31, 1996; has used $57,083,715 of available
redemptions for reductions pursuant to Rule 24f-2(c) under the 1940 Act and
has previously used no available redemptions for reductions pursuant to Rule
24e-2(a) of the 1940 Act during the current year. Registrant elects to use
redemptions in the aggregate amount of $65,560,600 for reductions in its
current amendment.
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant to paragraph (b), or
[ ] On (date) pursuant to paragraph (b), or
[ ] 60 days after filing pursuant to paragraph (a), or
[ ] 75 days after filing pursuant to paragraph (a), or
[ ] On (date) pursuant to paragraph (a) of Rule 485.
DECLARATION PURSUANT TO RULE 24f-2: Pursuant to Rule 24f-2 under the
Investment Company Act of 1940 the Registrant has registered an indefinite
number or amount of its shares of beneficial interest under the Securities Act
of 1933. The Rule 24f-2 Notice for the Registrant's fiscal year ending
March 31, 1996 was filed on April 25, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly certified 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 its Registration Statement No. 33-44796 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 25th day of April, 1996.
THE BFM INSTITUTIONAL TRUST INC.
/s/ Richard E. Cavanagh
Richard E. Cavanagh
President, Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
/s/ Kent Dixon April 25, 1996
Kent Dixon
Frank J. Fabozzi
/s/ James Grosfeld April 25, 1996
James Grosfeld
April 25, 1996
The Board of Directors
The BFM Institutional Trust Inc.
345 Park Avenue
New York, NY 10154
Ladies and Gentlemen:
We have acted as special Maryland counsel to The BFM Institutional Trust
Inc., a Maryland corporation (the "Trust"), in connection with the
registration by the Trust of 7,780,973 shares of its capital stock (the
"Shares"), pursuant to Post-Effective Amendment No. 11 to the Registration
Statement filed on Form N-1A with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (Registration No. 33-44796) (the
"Amendment").
You have requested our opinion concerning certain matters involving the law of
the State of Maryland in connection with the registration of the Shares. We
have prepared this opinion letter as attorneys admitted to practice law in the
State of Maryland, and our opinion is limited to the laws of the State of
Maryland in effect as of the date hereof. We express no opinion herein as to
any matters of federal law or the laws of any other state or jurisdiction.
In our capacity as special Maryland counsel to the Trust and for the purpose
of rendering the opinion expressed herein, we have examined originals or
copies of the following documents:
1) The Charter of the Trust, certified by the Maryland State Department of
Assessments and Taxation ("SDAT") as having been filed with the SDAT as of
October 26, 1995, and the Articles of Transfer by The PNC Fund filed with SDAT
on January 11, 1996 which were effective as of January 13, 1996; and
2) A Certificate of the Corporate Secretary and Treasurer of the Trust dated
as of the date of this letter, including all exhibits attached thereto (which
exhibits include a copy of the bylaws of the Trust, as amended and restated as
of the date of this letter, and certain resolutions adopted by the Board of
Directors of the Trust).
In rendering the opinion expressed in this letter, we have assumed that all
documents submitted to us as originals are authentic, all documents submitted
as certified or photostatic copies conform to the original documents, all
signatures on all documents submitted to us for examination are genuine, all
natural persons who executed any of the documents or certificates that we have
reviewed or relied upon had, at the time of such execution, legal capacity,
and all public records reviewed by us are accurate and complete.
In rendering the opinion expressed herein, we have relied 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 upon the foregoing, and subject to the foregoing assumptions and other
assumptions and qualifications set forth herein, it is our opinion that,
when the Amendment shall be effective and each of the Shares to be issued and
sold thereunder by the Trust shall have been issued and sold against payment
and receipt of a purchase price equal to at least its par value or its net
asset value, whichever is greater, pursuant to resolutions of the Board of the
Trust authorizing their issuance, each such Share shall be legally issued,
fully paid and nonassessable.
For purposes of our opinion set forth above, we have assumed that (a) there
will be no amendment to the Charter or bylaws of the Trust subsequent to the
date of this letter and prior to the issuance of the Shares, (b) the Trust
shall not engage in a merger or consolidation with any other entity subsequent
to the date of this letter and prior to the date of the issuance of the Shares
in which the Trust would not be the successor entity or which would result in
any change to the Charter of the Trust, and (c) no proceeding for the
dissolution or liquidation of the Trust shall be commenced by or against the
Trust or authorized by the Board of Directors of the Trust subsequent to the
date of this letter and prior to the issuance of the Shares.
For purposes of our opinion set forth above, we also have assumed that the
Trust shall at no time issue, or purport to issue whether pursuant to the
Amendment or otherwise, more than the number of authorized but then unissued
shares of its "The Investment Grade Multi-Sector Mortgage Securities Portfolio
Stock", "The Mortgage Portfolio Stock", "The Multi-Sector Mortgage Securities
Portfolio II Stock", "The Multi-Sector Mortgage Securities Portfolio III
Stock", "The Multi-Sector Mortgage Securities Portfolio IV Stock", "The Multi-
Sector Mortgage Securities Portfolio V Stock", "The Multi-Sector Mortgage
Securities Portfolio VI Stock", "The Multi-Sector Mortgage Securities
Portfolio VII Stock", "The Multi-Sector Mortgage Securities Portfolio VIII
Stock", "The Short Duration Portfolio Stock", "The Intermediate Duration
Portfolio Stock", "The Core Fixed Income Portfolio Stock", "The Government
Portfolio Stock", "The Long Duration Portfolio Stock", "The Global Fixed
Income Portfolio Stock", and "The Money Market Portfolio Stock".
We hereby consent to the filing of this opinion as an exhibit to the
Amendment. Notwithstanding the foregoing, in giving our consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
MILES & STOCKBRIDGE
A Professional Corporation
By: /s/ John B. Frisch
Principal
