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:
SNAP Fund
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:
June 30, 1996
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 (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
pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal year:
1,984,712,652 Shares $1,984,712,652
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,984,712,652 Shares $1,984,712,652
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):
43,130,068 Shares $43,130,068
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): $1,984,712,652
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 43,130,068
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -1,073,065,307
(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): $ 954,777,413
(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)]: $ 329,234
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:
8/22/96
<PAGE>
SIGNATURE
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 herein 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 SNAP Fund.
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By (Signature and Title)*
Terry L. Perkins, Treasurer
Date August 23, 1996
*Please print the name and title of the signing officer below the signature.
<PAGE>
Ropes & Gray
One International Place
Boston, Massachusetts 02110
August 23, 1996
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 June 30, 1996 of 2,027,842,720 shares of beneficial
interest (the "Shares") of the SNAP Fund (the "Fund"), a series of 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 of the Fund, and (ii) your Bylaws, which provide
for the issue and sale by the Fund of such Shares. We have also examined
(i) a copy of the Form 24f-2 Annual 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 Fund 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 and that the appropriate consideration therefor as provided in your
Bylaws had been received by the Fund at June 30, 1996.
We assume that appropriate action has been taken to register or qualify
the sale and/or issuance 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 on 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.
<PAGE>
2. The Shares were validly issued, fully paid and nonassessable
by the Fund at June 30, 1996.
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 Fund for all loss and expense of any shareholder of the Fund held
personally liable for the obligations of the Fund 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 the Fund itself would be unable to meet its
obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
