U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
Mentor Institutional Trust
Riverfront Plaza
901 East Byrd Street
Richmond, VA 23219
2. Name of each series or class of funds for which this notice is filed:
Mentor Cash Management Portfolio
Mentor Intermediate Duration Portfolio
Mentor Fixed-Income Portfolio
3. Investment Company Act File Number:
811-8484
Securities Act File Number:
33-80784
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for puposes 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 (see instruction A.6):
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:
8. Number and amount of securities registered during the fiscal year other than
to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal year:
140,831,107 Shares $182,918,522
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
140,831,107 Shares $182,918,522
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
2,574,319 Shares $4,608,402
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): $182,918,522
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 4,608,402
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 74,771,290
(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): 112,755,634
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/29 of 1 Percent
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: 38,882
Instructions: Issuers should complete lines (ii), (iii), (iv), and (v) only if
form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
12/27/95
SIGNATURES
A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of State of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trust by an
officer of the Trust as an officer and not individually and the obligations of
the Trust arising out of this Agreement are not binding upon any of the
trustees, officers, or shareholders of the Trust individually but are
binding only upon the assets and property of the Trust.
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
Terry L. Perkins, Treasurer
Date December 28, 1995
*Please print the name and title of the signing officer below the signature.
<PAGE>
(Ropes & Gray Letterhead)
December 28, 1995
Mentor Institutional Trust
901 East Byrd Street
Richmond, Virginia 23219
Ladies and Gentlemen:
We are furnishing this opinion in connection with the issuance during
the fiscal year ended October 31, 1995 of 143,405,426 shares of beneficial
interest (the "Shares") of Mentor Institutional Trust (the "Trust") pursuant to
the provisions of Rule 24f-2 (the "Rule") under the Investment Company Act of
1940, as amended.
We have examined copies of (i) your Agreement and Declaration of Trust
as on file at the office of the Secretary of State of The Commonwealth of
Massachusetts, which provides for an unlimited number of authorized shares of
beneficial interest, and (ii) your Bylaws, which provide for the issue and sale
by the Trust of such Shares. We have also examined (i) a copy of the notice (the
"Notice") to be filed pursuant to the Rule by you with the Securities and
Exchange Commission relating to your registration of an indefinite number of
shares of beneficial interest of the Trust pursuant to the Securities Act of
1933, as amended, and making definite registration of the Shares pursuant to the
Rule, and (ii) a certificate of the Treasurer of the Trust stating that all of
the Shares had been recorded as issued at October 31, 1995 and that the
appropriate consideration therefor as provided in your Bylaws was received by
the Trust.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities, and that the Notice will be timely filed with
the Securities and Exchange Commission.
Based upon the foregoing, we are of the opinion that:
1. The Trust is a legally organized and validly existing voluntary
association with transferable shares of beneficial interest under the laws of
The Commonwealth of Massachusetts and is authorized to issue an unlimited number
of shares of beneficial interest.
2. The Shares were validly issued at October 31, 1995 and, upon receipt
by the Trust of the consideration therefor as provided in your Bylaws, were
fully paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of the Trust could, under
certain circumstances, be held personally liable for the obligations of the
Trust. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Trust or its Trustees. The Agreement and Declaration of Trust
provides for indemnification out of the property of the particular series of
shares for all loss and expense of any shareholder of that series held
personally liable for the obligations of that series solely by reason of his
being or having been a shareholder. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to circumstances
in which that series of shares itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
