LANDMARK (SM) FUNDS
October 25, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Rule 24f-2 Notice
LANDMARK INSTITUTIONAL TRUST
(File No. 33-49552)
Gentlemen:
The following information is filed pursuant to Rule 24f-2(b)(1) under the
Investment Company Act of 1940:
(1) This Notice is filed for the Trust's fiscal year which
ended on August 31, 1995;
(2) No Shares of Beneficial Interest (par value $0.00001) ("Shares") of
Landmark Institutional Liquid Reserves, a series of the Trust, had been
registered under the Securities Act of 1933, as amended, at the beginning
of such fiscal year other than pursuant to Rule 24f-2;
(3) The Trust did not register any Shares during such fiscal year other than
pursuant to Rule 24f-2;
(4) During such fiscal year the Trust sold 8,614,176,371.42
Shares1/; and
1/The basis for the calculation of the fee specified in
Rule 24f-2(c) was calculated as follows:
The actual aggregate sale price for Shares sold pursuant to Rule 24f-2 during
the Trust's fiscal year
ended August 31, 1995 $8,614,176,371.42
less the difference
between the actual aggregate
redemption price for Shares
redeemed during such fiscal year, $7,626,433,959.17
and
the actual aggregate redemption
price for Shares redeemed during $ 0.00
such fiscal year which were previously
applied by the Trust pursuant to Rule 24e-2(a) $7,626,433,959.17
$ 987,742,412.25
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Securities and Exchange Commission
October 25, 1995
Page 2
(5) During such fiscal year the Trust sold 8,614,176,371.42 Shares in reliance
upon registration pursuant to Rule 24f-2.
Payment of $340,603.22 was received by the S.E.C. on October
24, 1995 for SEC file no. 33-49552, as specified in Rule
24f-2(c). The wire went to the following account:
Mellon Bank
Pittsburgh
SEC Acct #910-8739
ABA #043-000-261
We also enclose an opinion of Bingham, Dana & Gould, counsel to the Trust, as
required by Rule 24f-2(b)(1).
Please call the undersigned at (617) 423-1679 if there are any questions
concerning this Notice.
Very truly yours,
Barbara M. O'Dette
Assistant Treasurer
Enclosures
cc: Messrs. Coolidge
Joseph
October 25, 1995
Landmark Institutional Trust
6 St. James Avenue
Boston, MA 02116
Re: Rule 24f-2 Notice
Dear Sir or Madam:
We have acted as counsel to Landmark Institutional Trust, a Massachusetts
business trust (the "Trust"), in connection with the Trust's registration,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, of
an indefinite number of Shares of Beneficial Interest (par value $0.00001 per
share) of its series known as Landmark Institutional Liquid Reserves (the
"Shares") under the Securities Act of 1933, as amended (the "1933 Act"). We
understand that, pursuant to such Rule 24f-2, the Trust proposes to file a
notice (the "Notice") with the Securities and Exchange Commission (the
"Commission") on October 25, 1995, with respect to the fiscal year of Landmark
Institutional Liquid Reserves ended August 31, 1995, in order to make definite
in number the registration of 8,614,176,371.42 Shares. This opinion is being
furnished with a view to your filing the same with the Commission in conjunction
with the filing of the Notice.
In connection with this opinion, we have examined the following described
documents:
(a) a certificate of the Secretary of State of the
Commonwealth of Massachusetts as to the existence of the
Trust;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments thereto
on file in the office of the Secretary of State of the Commonwealth of
Massachusetts;
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Landmark Institutional Trust
October 25, 1995
Page 2
(c) a certificate executed by Barbara M. O'Dette, the Assistant Treasurer of
the Trust, as to the issuance of the Shares in accordance with the Trust's
Declaration of Trust and By-Laws and as to the receipt by the Trust of the net
asset value of the Shares covered by the Notice; and
(d) a certificate executed by Molly S. Mugler, the Assistant Secretary of
the Trust, certifying as to, and attaching copies of, the Trust's Declaration of
Trust and all amendments thereto, the Trust's By-Laws and all amendments thereto
and certain votes of the Trustees of the Trust authorizing the issuance of the
Shares covered by the Notice.
In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
the authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is based entirely on our review of the documents listed above.
We have made no other review or investigation of any kind whatsoever, and we
have assumed, without independent inquiry, the accuracy of the information set
forth in such documents.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts in such Commonwealth (other
than Massachusetts securities laws, with respect to which we express no
opinion).
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the 8,614,176,371.42 Shares covered by the Notice were legally
issued and (to the extent still outstanding) are fully paid and
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Landmark Institutional Trust
October 25, 1995
Page 3
nonassessable, except that shareholders of the Trust may under certain
circumstances be held personally liable for its obligations.
Very truly yours,
BINGHAM, DANA & GOULD
